EXECUTION COPY

                      KEY MORTGAGE LOAN PURCHASE AGREEMENT

          Mortgage Loan Purchase Agreement, dated as of November 20, 2007 (the
"Agreement"), between KeyBank National Association (together with its successors
and permitted assigns hereunder, the "Seller") and Structured Asset Securities
Corporation II (together with its successors and permitted assigns hereunder,
the "Purchaser").

          The Seller intends to sell and the Purchaser intends to purchase
certain multifamily and commercial mortgage loans (the "Mortgage Loans") as
provided herein. The Purchaser intends to deposit the Mortgage Loans, together
with certain other multifamily and commercial mortgage loans (the "Other Loans";
and, together with the Mortgage Loans, the "Securitized Loans"), into a trust
fund (the "Trust Fund"), the beneficial ownership of which will be evidenced by
multiple classes (each, a "Class") of mortgage pass-through certificates (the
"Certificates") to be identified as the LB-UBS Commercial Mortgage Trust
2007-C7, Commercial Mortgage Pass-Through Certificates, Series 2007-C7. One or
more "real estate mortgage investment conduit" elections will be made with
respect to the Trust Fund. The Certificates will be issued pursuant to a Pooling
and Servicing Agreement, to be dated as of November 12, 2007 (the "Pooling and
Servicing Agreement"), between the Purchaser, as depositor, Wachovia Bank,
National Association, as master servicer (the "Master Servicer"), LNR Partners,
Inc., as special servicer (the "Special Servicer") and LaSalle Bank National
Association, as trustee (the "Trustee"). Capitalized terms used but not defined
herein have the respective meanings set forth in the Pooling and Servicing
Agreement, as in effect on the Closing Date.

          The Purchaser has entered into an Underwriting Agreement (the
"Underwriting Agreement"), dated as of the date hereof, with Lehman Brothers
Inc. ("Lehman"), UBS Securities LLC ("UBS-SEC") and Wachovia Capital Markets,
LLC ("Wachovia Capital" and, together with Lehman and UBS-SEC in such capacity,
the "Underwriters"), whereby the Purchaser will sell to the Underwriters all of
the Certificates that are to be registered under the Securities Act of 1933, as
amended (the "Securities Act"). The Purchaser has also entered into a
Certificate Purchase Agreement (the "Certificate Purchase Agreement"), dated as
of the date hereof, with Lehman and UBS-SEC (together in such capacity, the
"Placement Agents"), whereby the Purchaser will sell to the Placement Agents all
of the remaining Certificates (other than the Residual Interest Certificates).

          In connection with the transactions contemplated hereby, the Seller,
the Purchaser, the Underwriters and the Placement Agents have entered into an
Indemnification Agreement (the "Indemnification Agreement"), dated as of the
date hereof.

          Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:

          SECTION 1. Agreement to Purchase.

          The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed
hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the
actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof.
The Mortgage Loans will have an aggregate principal balance of $344,405,187.19
(the "Initial KeyBank Pool Balance") as of the close of business on the Cut-off
Date, after giving effect to any and all payments of principal due thereon on or
before such date, whether or

not received. The purchase and sale of the Mortgage Loans shall take place on
November 30, 2007 or such other date as shall be mutually acceptable to the
parties hereto (the "Closing Date"). The consideration for the Mortgage Loans
shall consist of a cash amount equal to a percentage (mutually agreed upon by
the parties hereto) of the Initial KeyBank Pool Balance, plus interest accrued
on each Mortgage Loan at the related Mortgage Rate (net of the related
Administrative Cost Rate), for the period from and including November 11, 2007
up to but not including the Closing Date, which cash amount shall be paid to the
Seller or its designee by wire transfer in immediately available funds (or by
such other method as shall be mutually acceptable to the parties hereto) on the
Closing Date; and (B) a 10.84864% Percentage Interest in each of the Class R-I,
Class R-II and Class R-III Certificates (all such Residual Interest
Certificates, the "Seller's Residual Interest Certificates").

          SECTION 2. Conveyance of Mortgage Loans.

          (a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and satisfaction or waiver of the
conditions to closing set forth in Section 8 hereof, the Seller does hereby
sell, transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller (other than the
primary servicing rights) in and to the Mortgage Loans identified on the
Mortgage Loan Schedule as of such date. The Mortgage Loan Schedule, as it may be
amended, shall conform to the requirements set forth in this Agreement and the
Pooling and Servicing Agreement.

          (b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-off Date, and all
other recoveries of principal and interest collected after the Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date). All scheduled payments of principal and interest due
on or before the Cut-off Date for each Mortgage Loan, but collected after such
date, shall belong to, and be promptly remitted to, the Seller.

          (c) On or before the Closing Date, the Seller shall, on behalf of the
initial Purchaser, deliver to and deposit with (i) the Trustee or a Custodian
appointed thereby, a Mortgage File for each Mortgage Loan in accordance with the
terms of, and conforming to the requirements set forth in, the Pooling and
Servicing Agreement, with copies of each Mortgage File to be delivered by the
Trustee to, upon request, the Master Servicer (at the expense of the Trustee),
within 10 Business Days of such request; and (ii) the Master Servicer (or, at
the direction of the Master Servicer, to the appropriate Sub-Servicer) all
unapplied Escrow Payments and Reserve Funds in the possession or under the
control of the Seller that relate to the Mortgage Loans.

          (d) The Seller shall, through an Independent third party (the
"Recording Agent") retained by it, as and in the manner provided in the Pooling
and Servicing Agreement (and in any event within 45 days following the later of
the Closing Date and the date on which all necessary recording information is
available to the Recording Agent), cause (i) each assignment of Mortgage and
each assignment of Assignment of Leases, in favor of, and delivered as part of
the related Mortgage File to the Trustee, to be submitted for recordation in the
appropriate public office for real property records, and (ii) such assignments
to be delivered to the Trustee following their return by the applicable public
recording office, with copies of any such returned assignments to be delivered
by the Trustee to the Master Servicer, at the expense of the Seller, at least
every 90 days after the Closing Date (or at additional times upon the request of
the Master Servicer if reasonably necessary for the ongoing administration
and/or servicing of the related Mortgage Loan by the Master Servicer); provided
that, in


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those instances where the public recording office retains the original
assignment of Mortgage or assignment of Assignment of Leases, a certified copy
of the recorded original shall be forwarded to the Trustee. If any such document
or instrument is lost or returned unrecorded because of a defect therein, then
the Seller shall prepare a substitute therefor or cure such defect or cause such
to be done, as the case may be, and the Seller shall deliver such substitute or
corrected document or instrument to the Trustee (or, if the Mortgage Loan is
then no longer subject to the Pooling and Servicing Agreement, to the then
holder of such Mortgage Loan).

          The Seller shall bear the out-of-pocket costs and expenses of all such
recording and delivery contemplated in the preceding paragraph, including,
without limitation, any out-of-pocket costs and expenses that may be incurred by
the Trustee in connection with any such filing, recording or delivery performed
by the Trustee at the Seller's request and the fees of the Recording Agent.

          Pursuant to the Pooling and Servicing Agreement and a letter agreement
dated November 30, 2007 (the "Filing Letter Agreement") between JP Morgan
Capital Corporation (the "Payee"), the Depositor, the UBS Mortgage Loan Seller,
the Seller, and the Trustee, the Trustee, through a third party (the "Filing
Agent") retained by it, as and in the manner provided in the Pooling and
Servicing Agreement and at the expense of the Payee (and in any event within 45
days following the later of the Closing Date and the date on which all necessary
filing information is available to the Filing Agent), is required to cause (i)
an assignment of each Uniform Commercial Code financing statements delivered by
the Seller as part of the related Mortgage File to the Trustee, to be prepared
and submitted for filing in the appropriate public office, and (ii) such
assignments to be delivered to the Trustee following their return by the
applicable public filing office, with copies of any such returned assignments to
be delivered by the Trustee to the Master Servicer, at the expense of the
Seller, at least every 90 days after the Closing Date (or at additional times
upon the request of the Master Servicer if reasonably necessary for the ongoing
administration and/or servicing of the related Mortgage Loan by the Master
Servicer). The Seller hereby agrees to reasonably cooperate with the Trustee and
the Filing Agent with respect to the filing of the assignments of Uniform
Commercial Code financing statements as described in this paragraph and to
forward to the Trustee filing confirmation, if any, received in connection with
such Uniform Commercial Code financing statements filed in accordance with this
paragraph. Notwithstanding the foregoing, to the extent the Trustee provides the
Payee, pursuant to the Filing Letter Agreement, with an invoice for the expenses
(i) reasonably to be incurred in connection with the filings referred to in this
paragraph and (ii) required to be paid by the Payee pursuant to the Filing
Letter Agreement, and such expenses are not paid by the Payee in advance of such
filings, the Trustee, pursuant to the Pooling and Servicing Agreement and the
Filing Letter Agreement and at the expense of the Seller, shall only be required
to cause the filing agent to file the assignments of such Uniform Commercial
Code financing statements with respect to Mortgage Loans secured by hotel or
hospitality properties.

          (e) With respect to any Mortgage Loan, the Seller shall, within 45
days of the Closing Date, be delivered or caused to be delivered by the Seller
to the Master Servicer (or, at the direction of the Master Servicer, to the
appropriate Sub-Servicer) the following Mortgage Loan Origination Documents
(other than any document that constitutes part of the Mortgage File for such
Mortgage Loan): copies of any final appraisal, final survey, final engineering
report, final environmental report, opinion letters of counsel to the related
mortgagor delivered in connection with the closing of such Mortgage Loan, escrow
agreements, reserve agreements, organization documentation for the related
mortgagor, organizational documentation for any related guarantor or indemnitor,
if the related guarantor or indemnitor is an entity, insurance certificates or
insurance review reports, leases for tenants representing 10% or more of the
annual income with respect to the related Mortgaged Property, final seismic
report and property management agreements, rent roll, property operating
statement and financial statements for the related guarantor or indemnitor, cash
management or lockbox agreement, zoning letters or zoning reports and the
documents, if any, specifically set forth on Exhibit C hereto, but in each case,
only if the subject document (a) was in fact obtained in connection with the
origination of such Mortgage Loan, (b) is reasonably necessary for the ongoing
administration and/or servicing of such Mortgage Loan by the Master Servicer or
Special Servicer in connection with its duties under the


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Pooling and Servicing Agreement, and (c) is in the possession or under the
control of the Seller; provided that the Seller shall not be required to deliver
any draft documents, privileged or other communications or correspondence,
credit underwriting or due diligence analyses or information, credit committee
briefs or memoranda or other internal approval documents or data or internal
worksheets, memoranda, communications or evaluations.

          (f) After the Seller's transfer of the Mortgage Loans to the
Purchaser, as provided herein, the Seller shall not take any action inconsistent
with the Purchaser's ownership of the Mortgage Loans. Except for actions that
are the express responsibility of another party hereunder or under the Pooling
and Servicing Agreement, and further except for actions that the Seller is
expressly permitted to complete subsequent to the Closing Date, the Seller
shall, on or before the Closing Date, take all actions required under applicable
law to effectuate the transfer of the Mortgage Loans by the Seller to the
Purchaser.

          (g) In connection with the obligations of the Master Servicer under
the Pooling and Servicing Agreement, with regard to each Mortgage Loan that is
secured by the interests of the related Mortgagor in a hospitality property
(identified on Schedule VI to the Pooling and Servicing Agreement) and each
Mortgage Loan that has a related letter of credit, the Seller shall deliver to
and deposit with the Master Servicer, on or before the Closing Date, any related
franchise agreement, franchise comfort letter and the original of such letter of
credit. Further, in the event, with respect to a Mortgage Loan with a related
letter of credit, the Master Servicer determines that a draw under such letter
of credit has become necessary under the terms thereof prior to the assignment
of such letter of credit having been effected in accordance with Section 3.01(e)
of the Pooling and Servicing Agreement, the Seller shall, upon the written
direction of the Master Servicer, use its best efforts to make such draw or to
cause such draw to be made on behalf of the Trustee.

          (h) Pursuant to the Pooling and Servicing Agreement, the Master
Servicer shall review the documents with respect to each Mortgage Loan delivered
by the Seller pursuant to or as contemplated by Section 2(e) hereof and provide
each Seller and the Controlling Class Representative and the Special Servicer
with a certificate (the "Master Servicer Certification") within 90 days of the
Closing Date acknowledging its (or the appropriate Sub-Servicer's) receipt as of
the date of the Master Servicer Certification of such documents actually
received (provided that such review shall be limited to identifying the document
received, the Serviced Trust Mortgage Loan to which it purports to relate, that
it appears regular on its face and that it appears to have been executed (where
appropriate)). Notwithstanding anything to the contrary set forth herein, to the
extent the Seller has not been notified in writing of its failure to deliver any
document with respect to a Mortgage Loan required to be delivered pursuant to or
as contemplated by Section 2(e) hereof prior to the date occurring 18 months
following the date of the Master Servicer Certification, the Seller shall have
no obligation to provide such document.

          (i) In addition, on the Closing Date, the Seller shall deliver to the
Master Servicer for deposit in the Pool Custodial Account, the Initial Deposits
relating to the Mortgage Loans.

          SECTION 3. Representations, Warranties and Covenants of Seller.

          (a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof, that:


                                       -4-

               (i) The Seller is duly organized or formed, as the case may be,
     validly existing and in good standing as a legal entity under the laws of
     the United States and possesses all requisite authority, power, licenses,
     permits and franchises to carry on its business as currently conducted by
     it and to execute, deliver and comply with its obligations under the terms
     of this Agreement.

               (ii) This Agreement has been duly and validly authorized,
     executed and delivered by the Seller and, assuming due authorization,
     execution and delivery hereof by the Purchaser, constitutes a legal, valid
     and binding obligation of the Seller, enforceable against the Seller in
     accordance with its terms, except as such enforcement may be limited by (A)
     bankruptcy, insolvency, reorganization, receivership, moratorium or other
     similar laws affecting the enforcement of creditors' rights in general, and
     (B) general equity principles (regardless of whether such enforcement is
     considered in a proceeding in equity or at law).

               (iii) The execution and delivery of this Agreement by the Seller
     and the Seller's performance and compliance with the terms of this
     Agreement will not (A) violate the Seller's organizational documents, (B)
     violate any law or regulation or any administrative decree or order to
     which the Seller is subject if compliance therewith is material to (i) the
     enforceability of this Agreement or any other agreements contemplated
     hereby or (ii) the Seller's ability to perform its duties and obligations
     under, or contemplated by, this Agreement, or (C) constitute a default (or
     an event which, with notice or lapse of time, or both, would constitute a
     default) under, or result in the breach of, any material contract,
     agreement or other instrument to which the Seller is a party or by which
     the Seller is bound, the effect of which default or breach would be
     material to the Seller or which violation or default would have a material
     adverse effect on the performance of its obligations under, or contemplated
     by, this Agreement.

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

               (v) The Seller is not a party to or bound by any agreement or
     instrument or subject to any organizational document or any other corporate
     or limited liability company (as applicable) restriction or any judgment,
     order, writ, injunction, decree, law or regulation that would, in the
     Seller's reasonable and good faith judgment, materially and adversely
     affect the ability of the Seller to perform its obligations under this
     Agreement or that requires the consent of any third person to the execution
     and delivery of this Agreement by the Seller or the performance by the
     Seller of its obligations under this Agreement.

               (vi) Except for the recordation and/or filing of assignments and
     other transfer documents with respect to the Mortgage Loans, as
     contemplated by Section 2(d) hereof, no consent, approval, authorization or
     order of, registration or filing with, or notice to, any court or
     governmental agency or body, is required for the execution, delivery and
     performance by the Seller of or compliance by the Seller with this
     Agreement or the consummation of the transactions contemplated by this
     Agreement; and no bulk sale law applies to such transactions.


                                       -5-

               (vii) No litigation is pending or, to the best of the Seller's
     knowledge, threatened against the Seller that would, in the Seller's good
     faith and reasonable judgment, prohibit its entering into this Agreement or
     materially and adversely affect the performance by the Seller of its
     obligations under this Agreement.

               (viii) No proceedings looking toward liquidation, dissolution or
     bankruptcy of the Seller are pending or contemplated.

          In addition, the Seller hereby further represents and warrants to, and
covenants with, the Purchaser, as of the date hereof, that:

               (i) Under generally accepted accounting principles ("GAAP") and
     for federal income tax purposes, the Seller will report the transfer of the
     Mortgage Loans to the Purchaser, as provided herein, as a sale of the
     Mortgage Loans to the Purchaser in exchange for the consideration specified
     in Section 1 hereof. In connection with the foregoing, the Seller shall
     cause all of its records to reflect such transfer as a sale (as opposed to
     a secured loan). The consideration received by the Seller upon the sale of
     the Mortgage Loans to the Purchaser will constitute at least reasonably
     equivalent value and fair consideration for the Mortgage Loans. The Seller
     will be solvent at all relevant times prior to, and will not be rendered
     insolvent by, the sale of the Mortgage Loans to the Purchaser. The Seller
     is not selling the Mortgage Loans to the Purchaser with any intent to
     hinder, delay or defraud any of the creditors of the Seller. After giving
     effect to its transfer of the Mortgage Loans to the Purchaser, as provided
     herein, the value of the Seller's assets, either taken at their present
     fair saleable value or at fair valuation, will exceed the amount of the
     Seller's debts and obligations, including contingent and unliquidated debts
     and obligations of the Seller, and the Seller will not be left with
     unreasonably small assets or capital with which to engage in and conduct
     its business. The Mortgage Loans do not constitute all or substantially all
     of the assets of the Seller. The Seller does not intend to, and does not
     believe that it will, incur debts or obligations beyond its ability to pay
     such debts and obligations as they mature.

               (ii) The Seller will acquire the Seller's Residual Interest
     Certificates for its own account and not with a view or intention to
     distribute such Residual Interest Certificates, in whole or in part, in any
     manner that would violate the Securities Act or any applicable state
     securities laws.

               (iii) The Seller understands that (A) the Seller's Residual
     Interest Certificates have not been and will not be registered under the
     Securities Act or registered or qualified under any applicable state
     securities laws, (B) neither the Purchaser nor any other party is obligated
     so to register or qualify the Seller's Residual Interest Certificates and
     (C) neither the Seller's Residual Interest Certificates nor any security
     issued in exchange therefor or in lieu thereof may be (1) sold or
     transferred in connection with a distribution unless it is registered
     pursuant to the Securities Act and registered or qualified pursuant to any
     applicable state securities laws or (2) sold, transferred or distributed in
     a transaction which is exempt from such registration and qualification and
     the Certificate Registrar has received the certifications and/or opinions
     of counsel required by the Pooling and Servicing Agreement.

               (iv) The Seller understands that it may not sell or otherwise
     transfer the Seller's Residual Interest Certificates, any security issued
     in exchange therefor or in lieu thereof


                                       -6-

     or any interest in the foregoing except in compliance with the provisions
     of Section 5.02 of the Pooling and Servicing Agreement, which provisions it
     has or, as of the Closing Date, will have carefully reviewed, and that the
     Seller's Residual Interest Certificates will bear legends that identify the
     transfer restrictions to which such Certificates are subject.

               (v) Neither the Seller nor anyone acting on its behalf has (A)
     offered, transferred, pledged, sold or otherwise disposed of any Seller's
     Residual Interest Certificate, any interest in a Seller's Residual Interest
     Certificate or any other similar security to any person in any manner, (B)
     solicited any offer to buy or accept a transfer, pledge or other
     disposition of any Seller's Residual Interest Certificate, any interest in
     a Seller's Residual Interest Certificate or any other similar security from
     any person in any manner, (C) otherwise approached or negotiated with
     respect to any Seller's Residual Interest Certificate, any interest in a
     Seller's Residual Interest Certificate or any other similar security with
     any person in any manner, (D) made any general solicitation by means of
     general advertising or in any other manner, or (E) taken any other action,
     that (in the case of any of the acts described in clauses (A) through (E)
     above) would constitute a distribution of the Seller's Residual Interest
     Certificates under the Securities Act, would render the disposition of the
     Seller's Residual Interest Certificates a violation of Section 5 of the
     Securities Act or any state securities law or would require registration or
     qualification of the Seller's Residual Interest Certificates pursuant
     thereto. The Seller will not act, nor has it authorized nor will it
     authorize any person to act, in any manner set forth in the foregoing
     sentence with respect to the Seller's Residual Interest Certificates, any
     interest in the Seller's Residual Interest Certificates or any other
     similar security.

               (vi) The Seller has been furnished with all information regarding
     (A) the Purchaser, (B) the Seller's Residual Interest Certificates and
     distributions thereon, (C) the nature, performance and servicing of the
     Other Loans, (D) the Pooling and Servicing Agreement and the Trust Fund,
     and (E) all related matters, that it has requested.

               (vii) The Seller is either (a) a "qualified institutional buyer"
     within the meaning of Rule 144A under the Securities Act or (b) an
     "accredited investor" as defined in any of paragraphs (1), (2), (3) and (7)
     of Rule 501(a) under the Securities Act or an entity in which all its
     equity owners are "accredited investors" as defined in such paragraphs and
     has such knowledge and experience in financial and business matters as to
     be capable of evaluating the merits and risks of an investment in the
     Seller's Residual Interest Certificates. The Seller has sought such
     accounting, legal and tax advice as it has considered necessary to make an
     informed investment decision; and the Seller is able to bear the economic
     risks of such an investment and can afford a complete loss of such
     investment.

               (viii) The Seller is not a Plan and is not directly or indirectly
     acquiring the Seller's Residual Interest Certificates on behalf of, as
     named fiduciary of, as trustee of or with assets of a Plan.

               (ix) The Seller is a United States Tax Person and is not a
     Disqualified Organization.

          (b) The Seller hereby makes, for the benefit of the Purchaser, with
respect to each Mortgage Loan, as of the Closing Date or as of such other date
expressly set forth therein, each of the representations and warranties set
forth on Exhibit B hereto.


                                       -7-

          (c) The Seller intends to transfer the Seller's Residual Interest
Certificates to Merrill Lynch, Pierce, Fenner Smith Inc. on or about the Closing
Date; and, in connection therewith, the Seller will comply with all of the
requirements of Section 5.02 of the Pooling and Servicing Agreement, as in
effect on the Closing Date, and applicable law. The Seller hereby directs the
Purchaser to cause the Seller's Residual Interest Certificates to be registered
in the name of Merrill Lynch, Pierce, Fenner Smith Inc. upon initial issuance.

          SECTION 4. Representations and Warranties of the Purchaser.

          In order to induce the Seller to enter into this Agreement, the
Purchaser hereby represents and warrants for the benefit of the Seller as of the
date hereof that:

               (i) The Purchaser is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Delaware. The
     Purchaser has the full corporate power and authority and legal right to
     acquire the Mortgage Loans from the Seller and to transfer the Mortgage
     Loans to the Trustee.

               (ii) This Agreement has been duly and validly authorized,
     executed and delivered by the Purchaser and, assuming due authorization,
     execution and delivery hereof by the Seller, constitutes a legal, valid and
     binding obligation of the Purchaser, enforceable against the Purchaser in
     accordance with its terms, except as such enforcement may be limited by (A)
     bankruptcy, insolvency, reorganization, receivership, moratorium or other
     similar laws affecting the enforcement of creditors' rights in general, and
     (B) general equity principles (regardless of whether such enforcement is
     considered in a proceeding in equity or at law).

               (iii) The execution and delivery of this Agreement by the
     Purchaser and the Purchaser's performance and compliance with the terms of
     this Agreement will not (A) violate the Purchaser's organizational
     documents, (B) violate any law or regulation or any administrative decree
     or order to which the Purchaser is subject or (C) constitute a default (or
     an event which, with notice or lapse of time, or both, would constitute a
     default) under, or result in the breach of, any material contract,
     agreement or other instrument to which the Purchaser is a party or by which
     the Purchaser is bound.

               (iv) Except as may be required under federal or state securities
     laws (and which will be obtained on a timely basis), no consent, approval,
     authorization or order of, registration or filing with, or notice to, any
     governmental authority or court, is required for the execution, delivery
     and performance by the Purchaser of or compliance by the Purchaser with
     this Agreement, or the consummation by the Purchaser of any transaction
     described in this Agreement.

               (v) Under GAAP and for federal income tax purposes, the Purchaser
     will report the transfer of the Mortgage Loans by the Seller to the
     Purchaser, as provided herein, as a sale of the Mortgage Loans to the
     Purchaser in exchange for the consideration specified in Section 1 hereof.

               (vi) No litigation is pending or, to the best of the Purchaser's
     knowledge, threatened against the Purchaser that would, in the Purchaser's
     good faith and reasonable


                                       -8-

     judgment, prohibit its entering into this Agreement or materially and
     adversely affect the performance by the Purchaser of its obligations under
     this Agreement

          SECTION 5. Notice of Breach; Cure; Repurchase.

          (a) If the Seller receives written notice or obtains actual knowledge
with respect to any Mortgage Loan (i) that any document constituting a part of
clauses (a)(i) through (a)(xiii) of the definition of Mortgage File or a
document, if any, specifically set forth on Exhibit D hereto, has not been
executed (if applicable) or is missing (a "Document Defect") or (ii) of a breach
of any of the Seller's representations and warranties made pursuant to Section
3(b) hereof (each such breach, a "Breach") relating to any Mortgage Loan, and
such Document Defect or Breach, as of the date specified in Section 5(b)(i)
hereof, materially and adversely affects the value of the Mortgage Loan, then
such Document Defect shall constitute a "Material Document Defect" or such
Breach shall constitute a "Material Breach", as the case may be. In the event
the Seller obtains actual knowledge of a Material Document Defect or Material
Breach, then the Seller shall deliver written notification to the Trustee with
respect thereto. Then, following receipt by the Seller of a Seller/Depositor
Notification with respect to such Material Document Defect or Material Breach,
as the case may be, the Seller shall (subject to Sections 5(f), (g) and (h)
hereof), (A) not later than (1) 30 days after the Seller and the Purchaser have
agreed upon the existence of such Material Document Defect or Material Breach or
(2) 30 days after an arbitration panel makes a binding determination, in
accordance with the provisions of Section 5(i) hereof, that a Material Document
Defect or Material Breach exists or (B) in the case of a Material Document
Defect or Material Breach that affects whether a Mortgage Loan was, as of the
Closing Date, is or will continue to be a "qualified mortgage" within the
meaning of the REMIC Provisions (a "Qualified Mortgage"), not later than 90 days
following the discovery by any party of such Material Document Defect or
Material Breach (each of such 30-day period referred to in clause (A)(1) above,
or such 30-day period referred to in clause (A)(2) above, or such 90-day period
referred to in clause (B) above, as applicable, is referred to as the "Initial
Resolution Period"): (i) cure such Material Document Defect or Material Breach,
as the case may be, in all material respects (which cure shall include payment
of any out-of-pocket expenses that are reasonably incurred and directly
attributable to pursuing such a claim based on such Material Document Defect or
Material Breach associated therewith), or (ii) if such Material Document Defect
or Material Breach, as the case may be, cannot be cured within the Initial
Resolution Period, repurchase the affected Mortgage Loan (or the related
Mortgaged Property) from, and in accordance with the directions of, the
Purchaser or its designee, at a price equal to the Purchase Price; provided that
if (a) such Material Breach or Material Document Defect, as the case may be, is
capable of being cured but not within the applicable Initial Resolution Period,
(b) any such Material Breach or Material Document Defect, as the case may be,
does not affect whether the Mortgage Loan was, as of the Closing Date, is or
will continue to be a Qualified Mortgage, (c) the Seller has commenced and is
diligently proceeding with the cure of such Material Breach or Material Document
Defect, as the case may be, within the applicable Initial Resolution Period, and
(d) the Seller shall have delivered to the Purchaser a certification executed on
behalf of the Seller by an officer thereof confirming that such Material Breach
or Material Document Defect, as the case may be, is not capable of being cured
within the applicable Initial Resolution Period, setting forth what actions the
Seller is pursuing in connection with the cure thereof and stating that the
Seller anticipates that such Material Breach or Material Document Defect, as the
case may be, will be cured within an additional period not to exceed, 90 days
beyond the end of the Initial Resolution Period (in the event the Seller and the
Purchaser have agreed upon the existence of such Material Document Defect or


                                       -9-

Material Breach as described under clause (A)(1)), or 45 days beyond the end of
the Initial Resolution Period (in the event an arbitration panel has made a
binding determination, as described under clause (A)(2) hereof, that a Material
Document Defect or Material Breach exists), then the Seller shall have such
additional 90-day period or 45-day period, as the case may be (each such period,
the "Resolution Extension Period"), to complete such cure or, failing such, to
repurchase the affected Mortgage Loan (or the related Mortgaged Property); and
provided, further, that, if any such Material Document Defect is still not cured
after the Initial Resolution Period and any such applicable Resolution Extension
Period solely due to the failure of the Seller to have received a recorded
document, then the Seller shall be entitled to continue to defer its cure and
repurchase obligations in respect of such Material Document Defect so long as
the Seller certifies to the Purchaser every six months thereafter that the
Material Document Defect is still in effect solely because of its failure to
have received the recorded document and that the Seller is diligently pursuing
the cure of such defect (specifying the actions being taken). The parties
acknowledge that neither delivery of a certification or schedule of exceptions
to the Seller pursuant to Section 2.02(b) of the Pooling and Servicing Agreement
or otherwise nor possession of such certification or schedule by the Seller
shall, in and of itself, constitute delivery of notice of any Material Document
Defect or Material Breach or knowledge or awareness by the Seller of any
Material Document Defect or Material Breach.

          If, during the period of deferral by the Seller of its cure and
repurchase obligations as contemplated by the last proviso of the penultimate
sentence of the preceding paragraph, the Mortgage Loan that is the subject of
the Material Document Defect either becomes a Specially Serviced Mortgage Loan
or becomes the subject of a proposed or actual assumption of the obligations of
the related Mortgagor under such Mortgage Loan, then, following receipt by the
Seller of a Seller/Depositor Notification providing notice of such event, the
Seller shall cure the subject Material Document Defect within the time period
specified in such Seller/Depositor Notification. If, upon the expiration of such
period, the Seller has failed to cure the subject Material Document Defect, the
Master Servicer or the Special Servicer, as applicable, shall be entitled (but
not obligated) to perform the obligations of the Seller with respect to curing
the subject Material Document Defect and, in the event of such an election, the
Seller shall pay all reasonable actual out-of-pocket costs and expenses in
connection with the applicable servicer's effecting such cure.

          (b) (i) Provided that any Seller/Depositor Notification with respect
to a Material Document Defect or Material Breach is received by the Seller in
accordance with the provisions of the Pooling and Servicing Agreement), within
24 months of the Closing Date, the material and adverse effect of the related
Document Defect or Breach shall be determined as of the date hereof. After the
expiration of 24 months following the Closing Date, the material and adverse
effect of any Document Defect or Breach that was not the subject of another
Seller/Depositor Notification, received by the Seller (in accordance with the
provisions of the Pooling and Servicing Agreement), within 24 months of the
Closing Date, shall be determined as of the date of such Seller/Depositor
Notification.

               (ii) In the event the Seller is obligated to repurchase any
     Mortgage Loan pursuant to this Section 5, such obligation shall extend to
     any successor REO Mortgage Loan with respect thereto as to which (A) the
     subject Material Breach existed as to the subject predecessor Mortgage Loan
     prior to the date the related Mortgaged Property became an REO Property or
     within 90 days thereafter, and (B) as to which the Seller had received, no
     later than 90 days following the date on which the related Mortgaged
     Property became an REO Property, a


                                      -10-

     Seller/Depositor Notification from the Trustee regarding the occurrence of
     the applicable Material Breach and directing the Seller to repurchase the
     subject Mortgage Loan.

          (c) If one or more (but not all) of the Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased by the Seller as contemplated
by Section 5(a) hereof, then, prior to the subject repurchase, the Seller or its
designee shall use reasonable efforts, subject to the terms of the related
Mortgage Loans, to prepare and, to the extent necessary and appropriate, have
executed by the related Mortgagor and record, such documentation as may be
necessary to terminate the cross-collateralization between the Mortgage Loans in
such Cross-Collateralized Group that are to be repurchased, on the one hand, and
the remaining Mortgage Loans therein, on the other hand, such that those two
groups of Mortgage Loans are each secured only by the Mortgaged Properties
identified in the Mortgage Loan Schedule as directly corresponding thereto;
provided that, if such Cross-Collateralized Group is still subject to the
Pooling and Servicing Agreement, then no such termination shall be effected
unless and until (i) the Purchaser or its designee has received from the Seller
(A) an Opinion of Counsel to the effect that such termination will not cause an
Adverse REMIC Event to occur with respect to any REMIC Pool or an Adverse
Grantor Trust Event with respect to the Grantor Trust and (B) written
confirmation from each Rating Agency that such termination will not cause an
Adverse Rating Event to occur with respect to any Class of Certificates and (ii)
the Controlling Class Representative (if one is acting) has consented (which
consent shall not be unreasonably withheld and shall be deemed to have been
given if no written objection is received by the Seller within 10 Business Days
of the Controlling Class Representative's receipt of a written request for such
consent); and provided, further, that the Seller may, at its option, purchase
the entire Cross-Collateralized Group in lieu of terminating the
cross-collateralization. All costs and expenses incurred by the Purchaser or its
designee pursuant to this paragraph shall be included in the calculation of
Purchase Price for the Mortgage Loan(s) to be repurchased. If the
cross-collateralization of any Cross-Collateralized Group is not or cannot be
terminated as contemplated by this paragraph, then, for purposes of (i)
determining whether the subject Breach or Document Defect, as the case may be,
materially and adversely affects the value of such Cross-Collateralized Group,
and (ii) the application of remedies, such Cross-Collateralized Group shall be
treated as a single Mortgage Loan.

          (d) It shall be a condition to any repurchase of a Mortgage Loan by
the Seller pursuant to this Section 5 that the Purchaser shall have executed and
delivered such instruments of transfer or assignment then presented to it by the
Seller (or as otherwise required to be prepared, executed and delivered under
the Pooling and Servicing Agreement), in each case without recourse, as shall be
necessary to vest in the Seller the legal and beneficial ownership of such
Mortgage Loan (including any property acquired in respect thereof or proceeds of
any insurance policy with respect thereto), to the extent that such ownership
interest was transferred to the Purchaser hereunder. If any Mortgage Loan is to
be repurchased as contemplated by this Section 5, the Seller shall amend the
Mortgage Loan Schedule to reflect the removal of such Mortgage Loan and shall
forward such amended schedule to the Purchaser.

          (e) Any repurchase of a Mortgage Loan pursuant to this Section 5 shall
be on a whole loan, servicing released basis. The Seller shall have no
obligation to monitor the Mortgage Loans regarding the existence of a Breach or
Document Defect. It is understood and agreed that the obligations of the Seller
set forth in this Section 5 constitute the sole remedies available to the
Purchaser with respect to any Breach or Document Defect.


                                      -11-

          (f) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of the Seller set forth
in, or made pursuant to, paragraph (xlviii) of Exhibit B to this Agreement,
specifically relating to whether or not the Mortgage Loan documents or any
particular Mortgage Loan document for any Mortgage Loan requires the related
Mortgagor to bear the reasonable costs and expenses associated with the subject
matter of such representation or warranty, as set forth in such representation
or warranty, then the Purchaser or its designee will direct the Seller in
writing to wire transfer to the Custodial Account, within 90 days of receipt of
such direction, the amount of any such reasonable costs and expenses incurred by
the Trust that (i) are due from the Mortgagor, (ii) otherwise would have been
required to be paid by the Mortgagor if such representation or warranty with
respect to such costs and expenses had in fact been true, as set forth in the
related representation or warranty, (iii) have not been paid by the Mortgagor,
(iv) are the basis of such Breach and (v) constitute "Covered Costs". Upon
payment of such costs, the Seller shall be deemed to have cured such Breach in
all respects. Provided that such payment is made, this paragraph describes the
sole remedy available to the Purchaser regarding any such Breach, regardless of
whether it constitutes a Material Breach, and the Seller shall not be obligated
to otherwise cure such Breach or repurchase the affected Mortgage Loan under any
circumstances. Amounts deposited in the Pool Custodial Account pursuant to this
paragraph shall constitute "Liquidation Proceeds" for all purposes of the
Pooling and Servicing Agreement (other than Section 3.11(c) of the Pooling and
Servicing Agreement).

          (g) Subject to Section 5(f) hereof and the last three sentences of
this paragraph, if the Seller determines that a Material Breach (other than a
Material Breach of a representation or warranty on the part of the Seller set
forth in and made pursuant to paragraph (xvii) of Exhibit B to this Agreement)
or a Material Document Defect with respect to a Mortgage Loan is not capable of
being cured in accordance with Section 5(a) hereof, then in lieu of repurchasing
such Mortgage Loan the Seller may, at its sole option, pay a cash amount equal
to the loss of value (each such payment, a "Loss of Value Payment") with respect
to such Mortgage Loan, which loss of value is directly attributed to such
Material Breach or Material Document Defect, as the case may be. The amount of
each such Loss of Value Payment shall be determined either (i) by mutual
agreement of the Special Servicer on behalf of the Trust with respect to the
subject Material Breach or Material Document Defect, as the case may be, and the
Seller, or (ii) by an arbitration panel pursuant to a binding arbitration
proceeding in accordance with Section 5(i) hereof; provided that, in the event
there is an arbitration proceeding for determining the existence of a Material
Breach or a Material Document Defect with respect to any Mortgage Loan, such
arbitration proceeding must also include a determination of the amount of the
loss of value to such Mortgage Loan directly attributed to such Material Breach
or such Material Document Defect, as the case may be. Provided that such payment
is made, this paragraph describes the sole remedy available to the Purchaser
regarding any such Material Breach or Material Document Defect and the Seller
shall not be obligated to otherwise cure such Material Breach or Material
Document Defect or repurchase the affected Mortgage Loan based on such Material
Breach or Material Document Defect under any circumstances. Notwithstanding the
foregoing provisions of this Section 5(g), if 95% or more of the loss of value
to a Mortgage Loan was caused by a Material Breach or Material Document Defect,
which Material Breach or Material Document Defect is not capable of being cured,
this Section 5(g) shall not apply and the Seller shall be obligated to
repurchase the affected Mortgage Loan at the applicable Purchase Price in
accordance with Section 5(a) hereof. Furthermore, the Seller shall not have the
option of delivering Loss of Value Payments in connection with any Material
Breach relating to a Mortgage Loan's failure to be a Qualified Mortgage. In the
event there is a Loss of Value Payment made by the Seller in accordance with
this Section 5(g), the amount of such Loss of Value Payment shall be


                                      -12-

deposited into the Loss of Value Reserve Fund to be applied in accordance with
Section 3.05(e) of the Pooling and Servicing Agreement.

          In the event the amount of any Loss of Value Payment is determined by
an arbitration panel pursuant to a binding arbitration proceeding in accordance
with Section 5(i) hereof, then such Loss of Value Payment shall also include the
payment of any costs and expenses (including costs incurred in establishing the
amount of any related loss of value to the subject Mortgage Loan, including
reasonable legal fees) that are reasonably incurred in good faith by the Master
Servicer, the Special Servicer and/or the Trustee (on behalf of the Trust) in
enforcing the rights of the Trust against the Seller with respect to the subject
Material Breach or Material Document Defect, as the case may be; provided that,
that in the event the Seller tenders a loss of value payment in a specified
amount in connection with a Material Breach or Material Document Defect, as the
case may be, prior to the institution of arbitration proceedings and that offer
is rejected and an amount equal to or less than the loss of value payment
originally tendered by the Seller is ultimately determined by an arbitration
panel pursuant to a binding arbitration proceeding in accordance with Section
5(i) hereof to be the actual amount of the Loss of Value Payment attributed to
such Material Breach or Material Document Defect, as the case may be, then that
Loss of Value Payment shall not include the payment of any costs or expenses
incurred in enforcing the rights of the Trust against the Seller with respect to
the subject Material Breach or Material Document Defect, as the case may be;
provided, further, that if the Special Servicer request a loss of value payment
from the Seller of a specified amount in connection with a Material Breach or
Material Document Defect, as the case may be, and the Seller refuses to pay that
amount and an amount equal to or greater than the loss of value payment
originally requested by the Special Servicer is ultimately determined by an
arbitration panel pursuant to a binding arbitration proceeding in accordance
with Section 5(i) hereof to be the actual Loss of Value Payment attributable to
such Material Document Defect or Material Breach, then that Loss of Value
Payment shall also include the payment of any costs or expenses reasonably
incurred in good faith in enforcing the rights of the Trust against the Seller
with respect to the subject Material Breach or Material Document Defect, as the
case may be; and provided, further, that, if the Seller tenders a loss of value
payment in connection with a Material Breach or Material Document Defect, as the
case may be, in a specified amount, and the Special Servicer rejects such tender
and requests a greater loss of value payment amount, and an amount in between
the respective amounts tendered and requested is ultimately determined by an
arbitration panel pursuant to a binding arbitration proceeding in accordance
with Section 5(i) hereof to be the actual Loss of Value Payment attributable to
such Material Breach or Material Document Defect, as the case may be, then that
Loss of Value Payment shall also include the payment of an amount equal to the
product of (i) all costs and expenses reasonably incurred in connection with
that arbitration proceeding, multiplied by (ii) a fraction, the numerator of
which is the excess of the amount determined by that arbitration proceeding over
the amount tendered by the Seller, and the denominator of which is the excess of
the amount requested by the Special Servicer over the amount tendered by the
Seller. Notwithstanding the foregoing, in the event any Loss of Value Payment is
determined by the parties hereto by mutual agreement (and not by an arbitration
proceeding), that Loss of Value Payment shall not include any costs and expenses
incurred by the Master Servicer, the Special Servicer or the Trustee unless such
costs and expenses were specifically included in such mutual agreement.

          (h) Notwithstanding the foregoing, if there exists a Material Breach
of the representation or warranty on the part of the Seller set forth in and
made pursuant to paragraph (xvii) of Exhibit B to this Agreement, and the
subject Mortgage Loan becomes a Qualified Mortgage prior to the expiration of
the Initial Resolution Period applicable to a Material Document Defect or
Material Breach


                                      -13-

that affects whether a Mortgage Loan is a Qualified Mortgage, and without
otherwise causing an Adverse REMIC Event or an Adverse Grantor Trust Event, then
such breach will be cured and the Seller will not be obligated to repurchase or
otherwise remedy such Breach.

          (i) The parties hereto agree that any controversy or claim (a
"Dispute") arising under Section 5(a), Section 5(b) and/or Section 5(g) of this
Agreement shall be resolved in accordance with the following
Mediation/Arbitration procedures in this Section 5(i).

          If the Seller receives a Seller/Depositor Notification pursuant to
Section 5(a) of this Agreement regarding the alleged existence of a Material
Document Defect or Material Breach and requesting the Seller to cure or
repurchase the affected Mortgage Loan in connection therewith (a "Notice"), and
the Seller does not agree upon the existence of such Material Document Defect or
Material Breach within 90 days of receiving such Notice, then, unless otherwise
agreed to by the parties involved in the Dispute, that Dispute shall be
submitted to non-binding mediation in accordance with the provisions of this
paragraph; provided, that if the Seller is proceeding to cure the subject
Material Document Defect or Material Breach, then that Dispute shall not be
submitted to mediation until the expiration of the related Resolution Extension
Period and the failure of the Seller to complete such cure (unless otherwise
agreed to by the parties involved in the Dispute). Following the 90-day period
referred to in the preceding sentence and subject to the preceding proviso, any
party to this Agreement that is involved in the Dispute may send a written
letter (a "Mediation Letter") to another party to this Agreement that they wish
the mediation process to begin between the sender and the recipient of such
Mediation Letter. Following receipt of a Mediation Letter, a mediator(s) shall
be selected by agreement of the parties to the mediation. If such parties cannot
agree on a mediator, then the mediation shall be conducted by three mediators,
one of which shall be selected by the Seller and one of which shall be selected
by the Purchaser or its assignee. Each of the parties to the mediation shall
submit the name of the person it has selected to serve as a mediator to the
opposing party within 10 days of the date of the Mediation Letter. If either
party fails to submit the name of its selected mediator within 10 days of the
date of the Mediation Letter, the other party shall have the right to select the
second mediator in addition to its own mediator (provided that such party has
submitted the name of its selected mediator within 10 days of the date of the
Mediation Letter). The two mediators selected by the party(ies) shall appoint a
third mediator within 20 days of the date of the Mediation Letter or such longer
time period as agreed to by the parties to the mediation. Any mediator(s) so
designated must be acceptable to both the Seller and the Purchaser or its
assignee. Any mediators appointed or selected pursuant to the provisions of this
paragraph must be experienced professionals in the CMBS industry.

          Any mediation related to a particular Dispute and commenced in
accordance with the preceding paragraph must be completed within 90 days of the
date of the Mediation Letter (or a longer period, if the parties to the
mediation agreed to extend the mediation). Any mediation referred to in this
Section 5(i) shall be conducted in the manner specified by the mediator(s) and
agreed upon by the Seller and the Purchaser or its assignee and any such
mediation shall be conducted in New York City to the exclusion of all other
locations (unless otherwise agreed to by the parties to the mediation). During
the mediation process, the parties to the mediation shall discuss their
differences voluntarily and in good faith and attempt, with the assistance of
the mediator(s) as a facilitator of the negotiations, to reach an amicable
resolution of the Dispute. The mediation will be treated as a settlement
discussion and therefore will be confidential. No mediator selected in
accordance with this Section 5(i) may testify for either party in any later
proceeding relating to the Dispute. No recording or transcript shall be made of
the mediation proceedings. The fees and expenses of all mediator(s) shall be
shared equally by the


                                      -14-

parties to the mediation; provided, that the party to the mediation that is
acting on behalf of the Trust in accordance with the provisions of this Section
5(i) shall be entitled to reimbursement or indemnification by the Trust Fund for
such fees and expenses if and to the extent permitted under the Pooling and
Servicing Agreement.

          Notwithstanding anything to the contrary herein, no party shall be
required to agree to a Dispute resolution pursuant to mediation and no decision
or resolution of a mediator or mediators shall be binding on any party unless
such decision or resolution is expressly agreed to by such party. In the event
the parties involved in the Dispute have not agreed to a Dispute resolution
pursuant to mediation at the termination of the mediation, then that Dispute
will be settled by arbitration in accordance with the succeeding paragraphs of
this Section 5(i).

          If a Dispute has not been resolved within 90 days of the date of the
Mediation Letter (or such shorter or longer period as is expressly agreed to by
the parties to the mediation), the mediation shall terminate and the Dispute
will be settled by arbitration. Following the date of termination of mediation,
which shall be the date occurring 90 days after the date of the Mediation Letter
unless otherwise expressly agreed to by the parties to the mediation,
arbitration may be commenced by any party to this Agreement involved in the
Dispute sending a written notice to another party to this Agreement involved in
the Dispute that they wish the arbitration process to begin with respect to the
Dispute between the sender and the recipient of such written notice. The date
any such party receives written notice in accordance with this Section 5(i) from
another party that such party wishes to commence arbitration shall be referred
to as the "Arbitration Commencement Date". Any arbitration hereunder shall be
conducted in accordance with the provisions of this Agreement and the American
Arbitration Association Rules for Large Complex Commercial Disputes ("AAA
Rules"), but shall not be conducted by the American Arbitration Association.
Discovery will be permitted in connection with the arbitration in accordance
with the AAA Rules. In the event of a conflict, the provisions of this Agreement
will control. Such arbitration shall be conducted before a panel of three
arbitrators, regardless of the size of the Dispute. The arbitration panel shall
consist of one person selected by the Seller and one person selected by the
Purchaser or its assignee. Each such party shall submit the name of the person
it has selected to serve as an arbitrator to the other party within 30 days of
the Arbitration Commencement Date (or such longer period as is expressly agreed
to by the parties to the arbitration). If either such party fails to submit the
name of its selected arbitrator within 30 days of the Arbitration Commencement
Date, then the other such party shall have the right to select the second
arbitrator in addition to its own arbitrator (provided that such party has
submitted the name of its selected arbitrator within 30 days of the Arbitration
Commencement Date). The two arbitrators designated in accordance with the two
preceding sentences shall appoint a third arbitrator within 45 days of the
Arbitration Commencement Date (or such longer period as is expressly agreed to
by the parties to the arbitration). All arbitrators appointed or selected
pursuant to the provisions of this paragraph must be experienced professionals
in the CMBS industry. The third arbitrator shall be an Independent person who
has not previously been employed by either party and does not have a direct or
indirect interest in either party or the subject matter of the arbitration. The
two (2) arbitrators appointed by the parties to the arbitration are not required
to be neutral and it shall not be grounds for removal of either of such
arbitrators or for vacating an arbitration award that either of such arbitrators
has past or present relationships with the party that appointed such arbitrator.
No potential arbitrator may serve on the panel unless he or she has agreed in
writing to abide and be bound by the terms and provisions of this Agreement and
the AAA Rules and to keep confidential the terms of any arbitration proceeding
related to this Agreement and the terms of any discussion, negotiation,
decision, agreement or resolution in connection therewith.


                                      -15-

          Any issue concerning the extent to which any Dispute is subject to
arbitration, or concerning the applicability, interpretation, or enforceability
of these procedures, including any contention that all or part of these
procedures are invalid or unenforceable, shall be resolved by the arbitrators.
In no event, notwithstanding that any provision of this Agreement is held to be
invalid or unenforceable, shall the arbitrators have the power to make an award
or impose a remedy that could not be made or imposed by a court deciding the
matter in the same jurisdiction. In no event shall the arbitrators have the
power to make an award or impose a remedy that is not contemplated by, or
conflicts with the terms and provisions of, this Agreement or the Pooling and
Servicing Agreement (other than any term or provision of this Agreement or the
Pooling and Servicing Agreement that is held to be invalid or unenforceable).
Without limiting the foregoing, the arbitrators shall have no authority to award
treble, consequential or punitive damages of any type under any circumstances,
whether or not such damages may be available under the AAA Rules or any other
act or law. Subject to the provisions of this Agreement, the result of the
arbitration will be binding on the parties involved in the Dispute, and judgment
on the arbitrators' award may be entered, subject to the provisions of Section
15 of this Agreement, in any court of competent jurisdiction.

          All mediations and arbitrations shall be conducted in New York City to
the exclusion of all other locations (unless otherwise expressly agreed to by
the parties to the subject mediation or arbitration, as applicable). The party
to an arbitration that is acting on behalf of the Trust in accordance with the
provisions of this Section 5(i) shall be entitled to reimbursement or
indemnification by the Trust Fund for the fees and expenses incurred in
connection therewith if and to the extent permitted under the Pooling and
Servicing Agreement.

          The parties to this Agreement hereby agree to waive any right to trial
by jury fully to the extent that any such right shall now or hereafter exist
with regard to the rights and remedies contained in this Section 5; provided,
that if (i) any party to an arbitration governed by this Section 5(i) fails to
abide by the rules or deadlines for that arbitration (as such deadlines may be
extended by express agreement of the parties to that arbitration), or (ii) the
applicable appointed arbitrators determine that the subject Dispute cannot be
resolved through arbitration either because the AAA Rules are inapplicable to
the Dispute and/or the Federal Arbitration Act is inapplicable to the Dispute or
for any other reason, then the other party (in the case of clause (i)) or any
party (in the case of clause (ii)) to this Agreement may in its sole option,
file a complaint to resolve the Dispute through a legal proceeding and in
accordance with the provision contained in Section 15 hereof.

          If any of the provisions of this Section 5(i) are determined by a
court of law to be invalid or unenforceable, the remaining provisions shall
remain in effect and be binding on the parties involved in the Dispute to the
fullest extent permitted by law.

          SECTION 6. Defeasance Serviced Trust Mortgage Loans; Early Defeasance
Trust Mortgage Loans.

          (a) [RESERVED]

          (b) If the Purchaser or the Master Servicer notifies the Seller that
the Mortgagor under any of the Mortgage Loans that are Early Defeasance Trust
Mortgage Loans (i) intends to defease such Early Defeasance Trust Mortgage Loan
in whole on or before the second anniversary of the Closing Date and the amount
tendered by such Mortgagor to defease such Early Defeasance Trust Mortgage Loan
(in accordance with the related loan documents) is less than the Purchase Price
that


                                      -16-

would be applicable in the event of a repurchase of such Mortgage Loan pursuant
to or as otherwise contemplated by Section 5(a), or (ii) intends to partially
defease such Early Defeasance Trust Mortgage Loan on or prior to the second
anniversary of the Closing Date, or (iii) intends to defease such Early
Defeasance Trust Mortgage Loan in whole on or before the second anniversary of
the Closing Date and such Mortgagor is to tender Defeasance Collateral or such
other collateral as is permitted in connection with a defeasance under the
related loan documents that does not constitute a cash amount equal to or
greater than the Purchase Price set forth in clause (i) above in this paragraph,
then the Seller shall promptly repurchase such Mortgage Loan at a price equal to
(A) the related Purchase Price and (B) the amount, if any, by which the proceeds
from any cash defeasance deposit exceeds the related Purchase Price, in
accordance with the directions of the Master Servicer on a whole loan, servicing
released basis.

          Upon the repurchase of a Mortgage Loan that is an Early Defeasance
Trust Mortgage Loan pursuant to Section 5 hereof and/or this Section 6, the
Purchaser shall effect a "qualified liquidation" of the related Loan REMIC in
accordance with the REMIC Provisions. The Seller hereby agrees to pay all
reasonable costs and expenses, including the costs of any opinions of counsel
under the Pooling and Servicing Agreement, in connection with any such
"qualified liquidation" of the related Loan REMIC in accordance with the REMIC
Provisions.

          Notwithstanding anything to the contrary in this Agreement, the Seller
has informed the Purchaser that none of the Mortgage Loans constitute Early
Defeasance Trust Mortgage Loans.

          SECTION 7. Closing.

          The closing of the sale of the Mortgage Loans (the "Closing") shall be
held at the offices of Thacher Proffitt & Wood, LLP, 2 World Financial Center,
New York, New York 10281 at 10:00 a.m., New York City time, on the Closing Date.

          The Closing shall be subject to each of the following conditions:

          (a) All of the representations and warranties of the Seller set forth
in or made pursuant to Sections 3(a) and 3(b) of this Agreement, and all of the
representations and warranties of the Purchaser set forth in Section 4 of this
Agreement, shall be true and correct in all material respects as of the Closing
Date;

          (b) Insofar as it affects the obligations of the Seller hereunder, the
Pooling and Servicing Agreement shall be in a form mutually acceptable to the
Purchaser and the Seller;

          (c) All documents specified in Section 8 of this Agreement (the
"Closing Documents"), in such forms as are reasonably acceptable to the
Purchaser, shall be duly executed and delivered by all signatories as required
pursuant to the respective terms thereof;

          (d) The Purchaser shall have paid to the Seller the consideration for
the Mortgage Loans pursuant to Section 1 hereof; and the Seller shall have
delivered and released to the Trustee (or a Custodian on its behalf), the Master
Servicer and the Special Servicer all documents and funds required to be
delivered to the Trustee, the Master Servicer and the Special Servicer,
respectively, pursuant to Section 2 of this Agreement;


                                      -17-

          (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects, and the Seller shall have 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;

          (f) The Seller shall have paid all fees and expenses payable by it to
the Purchaser or otherwise pursuant to this Agreement; and

          (g) Neither the Underwriting Agreement nor the Certificate Purchase
Agreement shall have been terminated in accordance with its terms.

          All parties hereto agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.

          SECTION 8. Closing Documents.

          The Closing Documents shall consist of the following:

          (a) This Agreement duly executed by the Purchaser and the Seller;

          (b) The Pooling and Servicing Agreement duly executed by the parties
thereto;

          (c) The Indemnification Agreement duly executed by the parties
thereto;

          (d) Certificate of the Seller, executed by a duly authorized officer
of the Seller and dated the Closing Date, and upon which the initial Purchaser,
the Underwriters and the Placement Agents may rely, to the effect that: (i) the
representations and warranties of the Seller in this Agreement and in the
Indemnification Agreement are true and correct in all material respects at and
as of the Closing Date with the same effect as if made on such date; and (ii)
the Seller has, in all material respects, complied with all the agreements and
satisfied all the conditions on its part that are required under this Agreement
to be performed or satisfied at or prior to the Closing Date;

          (e) An Officer's Certificate from an officer of the Seller, in his or
her capacity as an officer, dated the Closing Date, and upon which the initial
Purchaser, the Underwriters and the Placement Agents may rely, to the effect
that each individual who, as an officer or representative of the Seller signed
this Agreement, the Indemnification Agreement or any other document or
certificate delivered on or before the Closing Date in connection with the
transactions contemplated herein or in the Indemnification Agreement, 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;

          (f) As certified by an officer of the Seller, true and correct copies
of (i) the resolutions of the board of directors authorizing the Seller's
entering into the transactions contemplated by this Agreement and the
Indemnification Agreement, (ii) the organizational documents of the Seller, and
(iii) a certificate of good standing of the Seller, issued by the Office of the
Comptroller of the Currency not earlier than 30 days prior to the Closing Date;


                                      -18-

          (g) A favorable opinion of Polsinelli Shalton Flanigan Suelthaus PC
("PSFS"), special counsel to the Seller, substantially in the form attached
hereto as Exhibit C-1, dated the Closing Date and addressed to the initial
Purchaser, the Underwriters, the Placement Agents, the Rating Agencies and, upon
request, the other parties to the Pooling and Servicing Agreement, together with
such other opinions of PSFS as may be required by the Rating Agencies in
connection with the transactions contemplated hereby;

          (h) In connection with the initial issuance of the Seller's Residual
Interest Certificates, a Transfer Affidavit and Agreement in the form
contemplated by the Pooling and Servicing Agreement from Seller and from the
transferee of the Seller;

          (i) An Officer's Certificate from an officer of the Seller, in his or
her capacity as an officer, delivered in connection with the opinion of PSFS to
be delivered pursuant to Section 8(g) hereof, in form and substance satisfactory
to the addressees of such opinion and upon which such addressees may rely; and

          (j) Such further certificates, opinions and documents as the Purchaser
may reasonably request.

          SECTION 9. Costs.

          An amount equal to 10.86368% of all reasonable out-of-pocket costs and
expenses incurred by the Seller, the initial Purchaser, the Underwriters, the
Placement Agents and the seller of the Other Loans to the Purchaser in
connection with the securitization of the Securitized Loans and the other
transactions contemplated by this Agreement, the Underwriting Agreement and the
Certificate Purchase Agreement shall be payable by the Seller.

          SECTION 10. Purchase of Unsold Certificates.

          Anything to the contrary set forth herein, if and to the extent any
class of Certificates or portion thereof remains unsold to independent
third-party investors unaffiliated with the Purchaser as of the Closing Date, as
determined in the sole discretion of Lehman or its affiliates (such unsold
Certificates collectively, the "Unsold Certificates"), such Unsold Certificates
shall be purchased or caused to be purchased on the Closing Date by the Seller
from one or more of Lehman and UBS-SEC, in the manner and in accordance with the
terms and conditions set forth in the Underwriting Agreement, with respect to
the Publicly Offered Certificates, and in the manner and in accordance with the
terms and conditions set forth in the Certificate Purchase Agreement, with
respect to the Privately Offered Certificates. Lehman and the Seller hereby
agree that any amounts due under Section 2 hereof from the Purchaser to the
Seller may be offset against the aggregate amount due from the Seller to Lehman
(in connection with the purchase of Unsold Certificates) under the Underwriting
Agreement and the Certificate Purchase Agreement, as and in the manner agreed to
by Lehman and the Seller. In addition, the Seller hereby agrees that if and to
the extent that the Seller and/or any affiliate thereof proposes to sell or
transfer any of the Unsold Certificates in any other manner not contemplated
under the registration statement of the Depositor (as amended or supplemented to
the date hereof) related to the LB-UBS Commercial Mortgage Trust 2007-C7, then
the Seller shall provide the Purchaser with reasonable prior written notice (but
not less than 5 Business Days notice) of such intention and shall cooperate with
the Purchaser and its affiliates in the preparation, distribution and/or filing
(with the Securities and Exchange Commission and/or otherwise as part of the
Depositor's registration statement)


                                      -19-

of any disclosure or other document deemed necessary or advisable by the
Purchaser, in its sole discretion, in connection with such proposed sale or
transfer of the Unsold Certificates.

          SECTION 11. Grant of a Security Interest.

          The parties hereto agree that it is their express intent that the
conveyance of the Mortgage Loans by the Seller to the Purchaser as provided in
Section 2 hereof be, and be construed as, a sale of the Mortgage Loans by the
Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller
to the Purchaser to secure a debt or other obligation of the Seller. However,
if, notwithstanding the aforementioned intent of the parties, the Mortgage Loans
are held to be property of the Seller, then it is the express intent of the
parties that: (i) such conveyance shall be deemed to be a pledge of the Mortgage
Loans by the Seller to the Purchaser to secure a debt or other obligation of the
Seller; (ii) this Agreement shall be deemed to be a security agreement within
the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (iii)
the conveyance provided for in Section 2 hereof shall be deemed to be a grant by
the Seller to the Purchaser of a security interest in all of the Seller's right,
title and interest in and to the Mortgage Loans, and all amounts payable to the
holder of the Mortgage Loans in accordance with the terms thereof, and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property; (iv) the assignment to the
Trustee of the interest of the Purchaser in and to the Mortgage Loans shall be
deemed to be an assignment of any security interest created hereunder; (v) the
possession by the Trustee or any of its agents, including, without limitation,
the Custodian, of the Mortgage Notes for the Mortgage Loans, and such other
items of property as constitute instruments, money, negotiable documents or
chattel paper shall be deemed to be "possession by the secured party" for
purposes of perfecting the security interest pursuant to Section 9-313 of the
applicable Uniform Commercial Code; and (vi) notifications to persons (other
than the Trustee) holding such property, and acknowledgments, receipts or
confirmations from such persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the secured party for the
purpose of perfecting such security interest under applicable law. The Seller
and the Purchaser shall, to the extent consistent with this Agreement, take such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans, 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 and the
Pooling and Servicing Agreement; and, in connection with the foregoing, the
Seller authorizes the Purchaser to file any and all appropriate Uniform
Commercial Code financing statements.

          SECTION 12. Notices.

          All notices, copies, requests, consents, demands and other
communications required hereunder shall be in writing and telecopied or
delivered to the intended recipient at the "Address for Notices" specified
beneath its name on the signature pages hereof or, as to any party, at such
other address as shall be designated by such party in a notice hereunder to the
other parties. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.


                                      -20-

          SECTION 13. Representations, Warranties and Agreements to Survive
Delivery.

          All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the initial Purchaser to the Trustee).

          SECTION 14. Severability of Provisions.

          Any part, provision, representation, warranty or covenant of this
Agreement that is prohibited or which 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 particular
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
particular 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 which prohibits or renders void or
unenforceable any provision hereof.

          SECTION 15. Counterparts.

          This Agreement may be executed in any number of counterparts, each of
which shall be an original, but which together shall constitute one and the same
agreement.

          SECTION 16. GOVERNING LAW; CONSENT TO JURISDICTION.

          THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO AGREEMENTS NEGOTIATED, MADE AND
TO BE PERFORMED ENTIRELY IN SAID STATE. TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAW AND SUBJECT TO SECTION 5(i) HEREOF, THE SELLER AND THE PURCHASER
EACH HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE
AND FEDERAL COURTS SITTING IN NEW YORK CITY, TO THE EXCLUSION OF ALL OTHER
COURTS, WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT
OTHER THAN MATTERS TO BE SETTLED BY MEDIATION OR ARBITRATION IN ACCORDANCE WITH
SECTION 5(i) HEREOF; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR
PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL
COURTS, TO THE EXCLUSION OF ALL OTHER COURTS; (III) WAIVES, TO THE FULLEST
POSSIBLE EXTENT, THE DEFENSE OF AN INCONVENIENT FORUM IN CONNECTION WITH SUCH
ACTION OR PROCEEDING COMMENCED IN SUCH NEW YORK STATE OR FEDERAL COURTS; AND
(IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW; PROVIDED, THAT IN THE EVENT SECTION 5(i)
HEREOF IS INAPPLICABLE AND BOTH A NEW YORK STATE AND A FEDERAL COURT SITTING IN
NEW YORK IN WHICH AN ACTION OR PROCEEDING HAS BEEN DULY AND PROPERLY COMMENCED
BY ANY PARTY TO THIS AGREEMENT REGARDING A MATTER ARISING OUT OF OR RELATING TO


                                      -21-

THIS AGREEMENT HAS REFUSED TO ACCEPT JURISDICTION OVER OR OTHERWISE HAS NOT
ACCEPTED SUCH ACTION OR PROCEEDING WITHIN, IN THE CASE OF EACH SUCH COURT, 60
DAYS OF THE COMMENCEMENT OR FILING THEREOF, THEN THE WORDS "TO THE EXCLUSION OF
ALL OTHER COURTS" IN CLAUSE (I) AND CLAUSE (II) OF THIS SENTENCE SHALL NOT APPLY
WITH REGARD TO SUCH ACTION OR PROCEEDING AND THE REFERENCE TO "SHALL" IN CLAUSE
(II) OF THIS SECTION SHALL BE DEEMED TO BE "MAY".

          SECTION 17. Further Assurances.

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

          SECTION 18. Successors and Assigns.

          The rights and obligations of the Seller under this Agreement shall
not be assigned by the Seller without the prior written consent of the
Purchaser, except that any person into which the Seller may be merged or
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Seller is a party, or any person succeeding to all or
substantially all of the business of the Seller, shall be the successor to the
Seller hereunder. The Purchaser has the right to assign its interest under this
Agreement, in whole or in part, as may be required to effect the purposes of the
Pooling and Servicing Agreement, and the assignee shall, to the extent of such
assignment, succeed to the rights and obligations hereunder of the Purchaser.
Subject to the foregoing, this Agreement shall bind and inure to the benefit of
and be enforceable by the Seller, the Purchaser, and their respective successors
and permitted assigns.

          SECTION 19. Amendments.

          No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by a duly authorized
officer of the party against whom such waiver or modification is sought to be
enforced. The Seller's obligations hereunder shall in no way be expanded,
changed or otherwise affected by any amendment of or modification to the Pooling
and Servicing Agreement, unless the Seller has consented to such amendment or
modification in writing.


                                      -22-

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

                                        SELLER

                                        KEYBANK NATIONAL ASSOCIATION


                                        By: /s/ Clay M. Sublett
                                            ------------------------------------
                                        Name: Clay M. Sublett
                                        Title: Authorized Official

                                        Address for Notices:

                                        Key Bank National Association
                                        c/o Key Bank Real Estate Capital
                                        911 Main Street, Suite 1500
                                        Kansas City, Missouri 64105
                                        Attention: Clay Sublett
                                        Fax: 816-221-8848

                                        With a copy to:
                                        KeyBank National Association
                                        127 Public Square
                                        Cleveland, OH 44114
                                        Attention: Robert C. Bowes

                                        With an additional copy to:
                                        Polsinelli Shalton Flanigan Suelthaus PC
                                        700 West 47th Street, Suite 1000
                                        Kansas City, MO 64112
                                        Attention: Kraig Kohring


                                      -23-

                                        PURCHASER

                                        STRUCTURED ASSET SECURITIES
                                        CORPORATION II


                                        By: /s/ David Nass
                                            ------------------------------------
                                        Name: David Nass
                                        Title: Senior Vice President

                                        Address for Notices:
                                        Structured Asset Securities
                                        Corporation II
                                        745 Seventh Avenue
                                        New York, New York  10019
                                        Attention:  Scott Lechner
                                        Telecopier No.: (646) 758-4203


                                      -24-

                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE

                                 (See Attached)

MORTGAGE LOAN NUMBER               PROPERTY NAME                                     ADDRESS
--------------------  ------------------------------------  -----------------------------------------------------------

                   7  The Legends at Village West           Southeast Corner of Village West Parkway & Parallel Parkway


                  10  Superstition Gateway                  SWC of US 60 and Signal Butte Road
                  30  Carlyle Apartments                    2031 Locust Street
                  36  Giant Eagle                           5461 New Albany Road
                  37  Geist Pavilion                        11501 Geist Pavilion Drive
                  42  Northrop Grumman Industrial Building  2410-2420 Santa Fe Avenue
                  45  Mount Vernon Village Center           3809-3825 Mount Vernon Avenue
                  46  Stoneridge III Office                 40900 Woodward Avenue
                  48  Highland Grande Apartments            6726 Tara Boulevard
                  50  945 Goethals Drive                    945 Goethals Drive
                  55  Underwood Gartland 9                  24309 Woodinville-Snohomish Road NE


                  56  Century Park III                      10025 Investment Drive
                  58  Marin Self Storage & Wine Vaults      55 Golden Gate Drive
                  65  Ashley Oaks Apartments                3770 Ashley Oaks Drive
                  74  Storage Outlet                        150 County Road
                  75  9 West Jackson                        9 West Jackson Avenue


                  80  Burma Commerce Park                   9000-9002 Burma Road
                  83  West Winds Business Park              7575 NE West Winds Boulevard
                  89  Janita Plaza                          3620-3654 East Flamingo Road


MORTGAGE LOAN NUMBER   CITY               STATE  ZIP CODE  CUT-OFF DATE BALANCE  MONTHLY P&I PAYMENT  MORTGAGE RATE
--------------------  ------------------  -----  --------  --------------------  -------------------  -------------

                   7  Kansas City         KS        66111        137,000,000.00           666,818.96         5.7450


                  10  Mesa                AZ        85209         84,725,000.00           518,914.34         6.2000
                  30  Philadelphia        PA        19103         13,600,000.00            80,492.60         5.8800
                  36  New Albany          OH        43054         11,700,000.00            69,621.73         5.9300
                  37  Fishers             IN        46037         11,125,000.00            65,134.65         5.7800
                  42  Redondo Beach       CA        90278         10,000,000.00            51,172.22         6.0400
                  45  Alexandria          VA        22305          9,350,000.00            51,727.58         6.5300
                  46  Bloomfield Hills    MI        48304          9,300,000.00            56,658.22         6.1500
                  48  Jonesboro           GA        30236          8,600,000.00            52,951.68         6.2500
                  50  Richland            WA        99352          7,591,187.19            51,220.81         6.4800
                  55  Woodinville         WA        98072          7,000,000.00            46,436.82         6.3100


                  56  Knoxville           TN        37932          7,000,000.00            39,921.08         5.5400
                  58  San Rafael          CA        94901          6,330,000.00            39,139.72         6.2900
                  65  Lafayette           IN        47905          5,600,000.00            32,183.74         5.6100
                  74  Pomona              CA        91766          3,784,000.00            25,022.75         6.9400
                  75  Naperville          IL        60540          3,500,000.00            17,880.63         6.0300


                  80  Palm Beach Gardens  FL        33403          2,900,000.00            18,310.90         6.4900
                  83  Concord             NC        28027          2,800,000.00            17,276.52         6.2700
                  89  Las Vegas           NV        89121          2,500,000.00            14,908.49         5.9500


MORTGAGE LOAN NUMBER  REMAINING TERM TO MATURITY  MATURITY DATE  REMAINING AMORTIZATION TERM  INTEREST ACCRUAL BASIS
--------------------  --------------------------  -------------  ---------------------------  ----------------------

                   7                         117       8/1/2037                            0  Actual/360


                  10                         120      11/1/2017                          360  Actual/360
                  30                          82       9/1/2014                          360  Actual/360
                  36                         118       9/1/2017                          360  Actual/360
                  37                         110       1/1/2017                          360  Actual/360
                  42                         118       9/1/2017                            0  Actual/360
                  45                          58       9/1/2012                            0  Actual/360
                  46                         118       9/1/2017                          360  Actual/360
                  48                         104       7/1/2016                          360  Actual/360
                  50                         119      10/1/2017                          299  Actual/360
                  55                         118       9/1/2032                          300  Actual/360


                  56                         118       9/1/2017                          360  Actual/360
                  58                         118       9/1/2017                          360  Actual/360
                  65                         114       5/1/2017                          360  Actual/360
                  74                         118       9/1/2017                          360  Actual/360
                  75                         118       9/1/2037                            0  Actual/360


                  80                         119      10/1/2017                          360  Actual/360
                  83                         118       9/1/2017                          360  Actual/360
                  89                         117       8/1/2017                          360  Actual/360


MORTGAGE LOAN NUMBER  ADMINISTRATIVE COST RATE (%)  OUTSIDE SERVICING FEE RATE (%)  GROUND LEASE?  MORTGAGE LOAN SELLER
--------------------  ----------------------------  ------------------------------  -------------  --------------------

                   7                       0.05049                            0.04  Fee Simple     KeyBank


                  10                       0.05049                            0.04  Fee Simple     KeyBank
                  30                       0.05049                            0.04  Fee Simple     KeyBank
                  36                       0.05049                            0.04  Fee Simple     KeyBank
                  37                       0.05049                            0.04  Fee Simple     KeyBank
                  42                       0.08049                            0.04  Fee Simple     KeyBank
                  45                       0.05049                            0.04  Fee Simple     KeyBank
                  46                       0.05049                            0.04  Fee Simple     KeyBank
                  48                       0.05049                            0.04  Fee Simple     KeyBank
                  50                       0.05049                            0.04  Leasehold      KeyBank
                  55                       0.05049                            0.04  Fee Simple     KeyBank


                  56                       0.05049                            0.04  Fee Simple     KeyBank
                  58                       0.05049                            0.04  Fee Simple     KeyBank
                  65                       0.05049                            0.04  Fee Simple     KeyBank
                  74                       0.10049                            0.04  Leasehold      KeyBank
                  75                       0.05049                            0.04  Fee Simple     KeyBank


                  80                       0.10049                            0.04  Fee Simple     KeyBank
                  83                       0.05049                            0.04  Fee Simple     KeyBank
                  89                       0.05049                            0.04  Fee Simple     KeyBank


MORTGAGE LOAN NUMBER             DEFEASANCE         ARD MORTGAGE LOAN  ANTICIPATED REPAYMENT DATE
--------------------  ----------------------------  -----------------  --------------------------

                   7  Defeasance                    Yes                8/1/2017


                  10  Defeasance                    N/A                N/A
                  30  Yield Maintenance/Defeasance  N/A                N/A
                  36  Defeasance                    N/A                N/A
                  37  Defeasance                    N/A                N/A
                  42  Yield Maintenance             N/A                N/A
                  45  Yield Maintenance             N/A                N/A
                  46  Yield Maintenance             N/A                N/A
                  48  Defeasance                    N/A                N/A
                  50  Defeasance                    N/A                N/A
                  55  Defeasance                    Yes                9/1/2017


                  56  Yield Maintenance             N/A                N/A
                  58  Defeasance                    N/A                N/A
                  65  Yield Maintenance             N/A                N/A
                  74  Defeasance                    N/A                N/A
                  75  Defeasance                    Yes                9/1/2017


                  80  Defeasance                    N/A                N/A
                  83  Defeasance                    N/A                N/A
                  89  Defeasance                    N/A                N/A


MORTGAGE LOAN NUMBER                                ADDITIONAL INTREST RATE                              CROSS COLLATERALIZED
--------------------  ---------------------------------------------------------------------------------  --------------------

                   7  Greater of: (i) Initial Interest Rate plus two (2) percent per annum; or (ii)
                      the Treasury Rate for the week ending prior to the Anticipated Repayment Date
                      plus two (2) percent per annum                                                     No
                  10                                                                                 0   No
                  30                                                                                 0   No
                  36                                                                                 0   No
                  37                                                                                 0   No
                  42                                                                                 0   No
                  45                                                                                 0   No
                  46                                                                                 0   No
                  48                                                                                 0   No
                  50                                                                                 0   No
                  55  Greater of: (i) Initial Interest Rate plus two (2) percent per annum; or (ii)
                      the Treasury Rate for the week ending prior to the Anticipated Repayment Date
                      plus two (2) percent per annum                                                     No
                  56                                                                                 0   No
                  58                                                                                 0   No
                  65                                                                                 0   No
                  74                                                                                 0   No
                  75  Greater of: (i) Initial Interest Rate plus two (2) percent per annum; or (ii)
                      the Treasury Rate for the week ending prior to the Anticipated Repayment Date
                      plus two (2) percent per annum                                                     No
                  80                                                                                 0   No
                  83                                                                                 0   No
                  89                                                                                 0   No


MORTGAGE LOAN NUMBER  MORTGAGE LOAN GROUP
--------------------  -------------------

                   7                    1


                  10                    1
                  30                    2
                  36                    1
                  37                    1
                  42                    1
                  45                    1
                  46                    1
                  48                    2
                  50                    1
                  55                    1


                  56                    1
                  58                    1
                  65                    2
                  74                    1
                  75                    1


                  80                    1
                  83                    1
                  89                    1

                                    EXHIBIT B

                         REPRESENTATIONS AND WARRANTIES

          Except as set forth on the schedule of exceptions attached hereto as
Schedule I, the Seller hereby represents and warrants to the Purchaser, with
respect to each Mortgage Loan, as of the Closing Date or such other date
specified in the particular representation and warranty (the heading set forth
herein with respect to each representation and warranty being for the
convenience of reference only and in no way limiting, expanding or otherwise
affecting the scope or subject matter thereof), that:

          (i) Mortgage Loan Schedule. The information pertaining to such
Mortgage Loan set forth in the Mortgage Loan Schedule was true and correct in
all material respects as of the Cut-off Date.

          (ii) Legal Compliance. If such Mortgage Loan was originated by the
Seller or an Affiliate of the Seller, then, as of the date of its origination,
such Mortgage Loan complied in all material respects with, or was exempt from,
all requirements of federal, state or local law relating to the origination of
such Mortgage Loan; and, if such Mortgage Loan was not originated by the Seller
or an Affiliate of the Seller, then such mortgage loan is listed on Schedule
I-ii hereto and, to the Seller's actual knowledge, after having performed the
type of due diligence customarily performed in the origination of comparable
mortgage loans by the Seller, as of the date of its origination, such Mortgage
Loan complied in all material respects with, or was exempt from, all
requirements of federal, state or local law relating to the origination of such
Mortgage Loan.

          (iii) Ownership of Mortgage Loan. The Seller owns such Mortgage Loan,
has good title thereto, has full right, power and authority to sell, assign and
transfer such Mortgage Loan and is transferring such Mortgage Loan free and
clear of any and all liens, pledges, charges or security interests of any nature
encumbering such Mortgage Loan, exclusive of the servicing rights pertaining
thereto; no provision of the Mortgage Note, Mortgage(s) or other loan documents
relating to such Mortgage Loan prohibits or restricts the Seller's right to
assign or transfer such Mortgage Loan to the Trustee (except in the case of a
Loan Combination, which may, pursuant to the related Co-Lender Agreement,
require notice to one or more rating agencies or another lender which, if
required, has already been provided); no governmental or regulatory approval or
consent is required for the sale of such Mortgage Loan by the Seller; and the
Seller has validly conveyed to the Trustee a legal and beneficial interest in
and to such Mortgage Loan free and clear of any lien, claim or encumbrance of
any nature.

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

          (v) Loan Document Status. Each of the related Mortgage Note,
Mortgage(s), Assignment(s) of Leases, if separate from the related Mortgage, and
other agreements executed in favor of the lender in connection therewith is the
legal, valid and binding obligation of the maker thereof (subject to the
non-recourse provisions therein and any state anti-deficiency legislation),
enforceable in


                                        1

accordance with its terms, except that (A) such enforcement may be limited by
(1) bankruptcy, insolvency, receivership, reorganization, liquidation, voidable
preference, fraudulent conveyance and transfer, moratorium and/or other similar
laws affecting the enforcement of creditors' rights generally, and (2) general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law), and (B) certain provisions in the subject
agreement or instrument may be further limited or rendered unenforceable by
applicable law, but subject to the limitations set forth in the foregoing clause
(A), such limitations will not render that subject agreement or instrument
invalid as a whole or substantially interfere with the mortgagee's realization
of the principal benefits and/or security provided by the subject agreement or
instrument. Such Mortgage Loan is non-recourse to the Mortgagor or any other
Person except to the extent provided in certain nonrecourse carveouts and/or in
any applicable guarantees. A natural person as individual guarantor has agreed,
in effect, to be liable for all liabilities, costs, losses, damages or expenses
suffered or incurred by the mortgagee under such Mortgage Loan by reason of or
in connection with and to the extent of (A) any material intentional fraud or
material intentional misrepresentation by the related mortgagor; (B) any breach
on the part of the related mortgagor of any environmental representations
warranties and covenants contained in the related Mortgage Loan documents; (C)
misapplication or misappropriation of rents (received after an event of
default), insurance proceeds or condemnation awards; and (D) the filing of a
voluntary bankruptcy or insolvency proceeding by the related mortgagor; provided
that, instead of any breach described in clause (B) of this paragraph, such
entity (or individual) may instead be liable for liabilities, costs, losses,
damages, expenses and claims resulting from a breach of the obligations and
indemnities of the related mortgagor under the related Mortgage Loan documents
relating to hazardous or toxic substances, radon or compliance with
environmental laws.

          (vi) No Right of Rescission. Subject to the limitations and exceptions
as to enforceability set forth in paragraph (v) above, there is no valid offset,
defense, counterclaim or right of rescission, abatement of amounts due under the
Mortgage Note or diminution of amounts due under the Mortgage Note with respect
to any of the related Mortgage Note, Mortgage(s) or other agreements executed in
connection with such Mortgage Loan and, as of the Closing Date, to the actual
knowledge of the Seller, no such claim has been asserted.

          (vii) Assignments. The assignment of the related Mortgage(s) and
Assignment(s) of Leases to the Trustee (or, in the case of an Outside Serviced
Trust Mortgage Loan, to the related Outside Trustee) constitutes the legal,
valid, binding and, subject to the limitations and exceptions as to
enforceability set forth in paragraph (v) above, enforceable assignment of such
documents (provided that the unenforceability of any such assignment based on
bankruptcy, insolvency, receivership, reorganization, liquidation, moratorium
and/or other similar laws affecting the enforcement of creditors' rights
generally or based on general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law) shall be a breach
of this representation and warranty only upon the declaration by a court with
jurisdiction in the matter that such assignment is to be unenforceable on such
basis).

          (viii) First Lien. Each related Mortgage is a valid and, subject to
the limitations and exceptions in paragraph (v) above, enforceable first lien on
the related Mortgaged Property including all improvements thereon (other than
any tenant owned improvements) and appurtenances and rights related thereto,
which Mortgaged Property is free and clear of all encumbrances and liens having
priority over or on a parity with the first lien of such Mortgage, except for
the following (collectively, the "Permitted Encumbrances"): (A) the lien for
real estate taxes, water charges, sewer rents and


                                        2

assessments not yet due and payable; (B) covenants, conditions and restrictions,
rights of way, easements and other matters that are of public record or that are
omitted as exceptions in the related lender's title insurance policy (or, if not
yet issued, omitted as exceptions in a fully binding pro forma title policy or
title policy commitment); (C) the rights of tenants (as tenants only) under
leases (including subleases) pertaining to the related Mortgaged Property; (D)
condominium declarations of record and identified in the related lender's title
insurance policy (or, if not yet issued, identified in a pro forma title policy
or title policy commitment); and (E) if such Mortgage Loan constitutes a
Cross-Collateralized Mortgage Loan, the lien of the Mortgage for another
Mortgage Loan contained in the same Cross-Collateralized Group; provided that,
in the case of a Trust Mortgage Loan that is part of a Loan Combination, such
Mortgage also secures the other mortgage loan(s) in such Loan Combination. With
respect to such Mortgage Loan, such Permitted Encumbrances do not, individually
or in the aggregate, materially and adversely interfere with the benefits of the
security intended to be provided by the related Mortgage, the current principal
use or operation of the related Mortgaged Property or the ability of the related
Mortgaged Property to generate sufficient cashflow to enable the related
Mortgagor to timely pay in full the principal and interest on the related
Mortgage Note (other than a Balloon Payment, which would require a refinancing).
If the related Mortgaged Property is operated as a nursing facility or a
hospitality property, the related Mortgage, together with any security
agreement, chattel mortgage or similar agreement and UCC financing statement, if
any, establishes and creates a first priority, perfected security interest
(subject only to any prior purchase money security interest, revolving credit
lines and any personal property leases), to the extent such security interest
can be perfected by the recordation of a Mortgage or the filing of a UCC
financing statement, in all material personal property owned by the Mortgagor
that is used in, and is reasonably necessary to, the operation of the related
Mortgaged Property as presently operated by the Mortgagor, and that is located
on the related Mortgaged Property, which personal property includes, in the case
of Mortgaged Properties operated by the related Mortgagor as a nursing facility
or hospitality property, all furniture, fixtures, equipment and other personal
property located at the subject Mortgaged Property that are owned by the related
Mortgagor and reasonably necessary or material to the operation of the subject
Mortgaged Property. In the case of any Mortgage Loan secured by a hotel, the
related loan documents contain such provisions as are necessary and UCC
financing statements have been filed as necessary, in each case, to perfect a
valid first priority security interest, to the extent such security interest can
be perfected by the inclusion of such provisions and the filing of a UCC
financing statement, in the Mortgagor's right to receive related hotel room
revenues with respect to such Mortgaged Property.

          (ix) Taxes and Assessments. All taxes, governmental assessments, water
charges, sewer rents or similar governmental charges which, in all such cases,
were directly related to the related Mortgaged Property and could constitute
liens on the related Mortgaged Property prior to the lien of the related
Mortgage, together with all ground rents, that prior to the Cut-off Date became
due and payable in respect of, and materially affect, any related Mortgaged
Property have been paid or are escrowed for or are not yet delinquent, and the
Seller knows of no unpaid tax, assessment, ground rent, water charges or sewer
rent, which, in all such cases, were directly related to the subject Mortgaged
Property and could constitute liens on the subject Mortgaged Property prior to
the lien of the related Mortgage that prior to the Closing Date became due and
delinquent in respect of any related Mortgaged Property, or in any such case an
escrow of funds in an amount sufficient to cover such payments has been
established.

          (x) No Material Damage. As of the date of origination of such Mortgage
Loan and, to the actual knowledge of the Seller, as of the Closing Date, there
was no pending proceeding for the total or partial condemnation of any related
Mortgaged Property that materially affects the value


                                        3

thereof and such Mortgaged Property is free of material damage. Except for
certain amounts not greater than amounts which would be considered prudent by an
institutional commercial mortgage lender with respect to a similar mortgage loan
and which are set forth in the related Mortgage or other loan documents relating
to such Mortgage Loan, (and subject to any rights of the lessor under any
related Ground Lease) the related Mortgage Loan documents provide that any
condemnation awards will be applied (or, at the discretion of the mortgagee,
will be applied) to either the repair or restoration of all or part of the
related Mortgaged Property or the reduction of the outstanding principal balance
of such Mortgage Loan.

          (xi) Title Insurance. Each related Mortgaged Property is covered by an
ALTA (or its equivalent) lender's title insurance policy issued by a nationally
recognized title insurance company, insuring that each related Mortgage is a
valid first lien on such Mortgaged Property in the original principal amount of
such Mortgage Loan (or, if such Mortgage Loan is part of a Loan Combination, in
the original principal amount of such Loan Combination) after all advances of
principal, subject only to Permitted Encumbrances and, in the case of a Trust
Mortgage Loan that is part of a Loan Combination, further subject to the fact
that the related Mortgage also secures the related Non-Trust Mortgage Loan(s),
(or if such policy has not yet been issued, such insurance may be evidenced by a
binding commitment or binding pro forma marked as binding and signed (either
thereon or on a related escrow letter attached thereto) by the title insurer or
its authorized agent) from a title insurer qualified and/or licensed in the
applicable jurisdiction, as required, to issue such policy; such title insurance
is in full force and effect, all premiums have been paid, is freely assignable
and will inure to the benefit of the Trustee (or, in the case of an Outside
Serviced Trust Mortgage Loan, the benefit of the related Outside Trustee) as
sole insured as mortgagee of record, or any such commitment or binding pro forma
is a legal, valid and binding obligation of such insurer; no claims have been
made by the Seller or any prior holder of such Mortgage Loan (other than a prior
holder unaffiliated with the Seller from whom the Seller has taken by
assignment) under such title insurance; and neither the Seller nor any Affiliate
of the Seller has done, by act or omission, anything that would materially
impair the coverage of any such title insurance policy; such policy or
commitment or binding pro forma contains no exclusion for (or alternatively it
insures over such exclusion, unless such coverage is unavailable in the relevant
jurisdiction) (A) access to a public road, (B) that there is no material
encroachment by any improvements on the related Mortgaged Property either to or
from any adjoining property or across any easements on the related Mortgaged
Property, and (C) that the land shown on the survey materially conforms to the
legal description of the related Mortgaged Property.

          (xii) Property Insurance. As of the date of its origination and, to
the Seller's actual knowledge, as of the Cut-off Date, all insurance required
under each related Mortgage (except where an investment grade tenant, or one or
more tenants which in the aggregate do not represent more than 10% of the net
operating income with respect to the entire related Mortgaged Property, is or
are permitted to insure or self-insure under a lease) was in full force and
effect with respect to each related Mortgaged Property; such insurance included
(A) fire and extended perils insurance included within the classification "All
Risk of Physical Loss" or the equivalent thereof in an amount (subject to a
customary deductible) at least equal to the lesser of (1) 100% of the full
insurable value of the improvements located on such Mortgaged Property and (2)
the outstanding principal balance of such Mortgage Loan or the portion thereof
allocable to such Mortgaged Property) and, if applicable, the related hazard
insurance policies or certificates of insurance contain appropriate endorsements
to avoid application of co-insurance, (B) business interruption or rental loss
insurance for a period of not less than 12 months, (C) comprehensive general
liability insurance in an amount not less than $1 million per occurrence,


                                        4

(D) workers' compensation insurance (if the related Mortgagor has employees and
if required by applicable law), and (E) if (1) such Mortgage Loan is secured by
a Mortgaged Property located in the State of California or in "seismic zone" 3
or 4 and (2) a seismic assessment as described below revealed a maximum probable
or bounded loss in excess of 20% of the amount of the estimated replacement cost
of the improvements on such Mortgaged Property, seismic insurance; it is an
event of default under such Mortgage Loan if the above-described insurance
coverage is not maintained by the related Mortgagor (except where an investment
grade tenant, or one or more tenants which in the aggregate do not represent
more than 10% of the net operating income with respect to the entire related
Mortgaged Property, is or are permitted to insure or self-insure under a lease)
and the related loan documents provide (in either a general cost and expense
recovery provision or a specific provision with respect to recovery of insurance
costs and expenses) that any reasonable out-of-pocket costs and expenses
incurred by the mortgagee in connection with such default in obtaining such
insurance coverage may be recovered from the related Mortgagor; the related
Evidence of Property Insurance and certificate of liability insurance (which may
be in the form of an Acord 27 or an Acord 25, respectively), or forms
substantially similar thereto, provide that the related insurance policy may not
be terminated or reduced without at least 10 days prior notice to the mortgagee
and (other than those limited to liability protection) name the mortgagee and
its successors as loss payee; no notice of termination or cancellation with
respect to any such insurance policy has been received by the Seller or, to the
actual knowledge of the Seller, by any prior mortgagee under such Mortgage Loan
(other than, with respect to a related Mortgaged Property located in New York
and Florida, a prior mortgagee unaffiliated with the Seller from whom the Seller
has taken the related Mortgage Note and Mortgage by assignment and has amended
and restated such Mortgage Note and Mortgage); all premiums under any such
insurance policy have been paid through the Cut-off Date; the insurance policies
specified in clauses (A), (B) and (C) above are required to be maintained with
insurance companies having "financial strength" or "claims paying ability"
ratings of at least "A:VII" from A.M. Best Company or at least "BBB+" (or
equivalent) from a nationally recognized statistical rating agency (or, with
respect to certain blanket insurance policies, such other ratings as are in
compliance with S&P's applicable criteria for rating the Certificates); and,
except for certain amounts not greater than amounts which would be considered
prudent by an institutional commercial mortgage lender with respect to a similar
mortgage loan and which are set forth in the related Mortgage or other loan
documents relating to such Mortgage Loan, and subject to the related exception
schedules, the related Mortgage Loan documents provide that any property
insurance proceeds will be applied (or, at the discretion of the mortgagee, will
be applied) either to the repair or restoration of all or part of the related
Mortgaged Property or the reduction of the outstanding principal balance of such
Mortgage Loan; provided, that the related Mortgage Loan documents may entitle
the related Mortgagor to any portion of such proceeds remaining after completion
of the repair or restoration of the related Mortgaged Property or payment of
amounts due under such Mortgage Loan. With respect to the subject Mortgage Loan,
the related loan documents generally require the Mortgagor to maintain insurance
against windstorm damage and certain acts of terrorism (except where an
investment grade tenant is permitted to insure or self-insure under a lease or
is required to restore the premises, and except where a related sponsor has
agreed to be responsible for losses due to windstorm or certain acts of
terrorism, as the case may be, which would have otherwise been covered by
insurance); provided, that any such insurance and the amount thereof may be
limited by the commercial availability of such coverage, whether the mortgagee
may reasonably require such insurance, certain limitations with respect to the
cost thereof and/or whether such hazards are at the time commonly insured
against for property similar to the related Mortgaged Property; and provided,
further, that with respect to windstorm damage, such insurance is only required
if the related Mortgaged Property is located within 25 miles of the coast of
Florida, North Carolina, South Carolina, Georgia, Alabama,


                                        5

Mississippi, Louisiana or Texas. If the related Mortgaged Property is located in
the State of California or in "seismic zone" 3 or 4, then: (A) either a seismic
assessment was conducted with respect to the related Mortgaged Property in
connection with the origination of such Mortgage Loan or earthquake insurance
was obtained; and (B) the probable maximum loss for the related Mortgaged
Property as reflected in such seismic assessment, if any, was determined based
upon a return period of not less than 475 years, an exposure period of 50 years
and a 10% probability of incidence. Schedule I-xii attached hereto is true and
correct in all material respects.

          (xiii) No Material Defaults. Other than payments due but not yet 30
days or more delinquent, there is (A) no material default, breach, violation or
event of acceleration existing under the related Mortgage Note, the related
Mortgage or other loan documents relating to such Mortgage Loan, and (B), to the
knowledge of the Seller as of the Closing Date, no event which, with the passage
of time or with notice and the expiration of any grace or cure period, would
constitute a material default, breach, violation or event of acceleration under
any of such documents; provided, however, that this representation and warranty
does not cover any default, breach, violation or event of acceleration (A) that
specifically pertains to or arises out of the subject matter otherwise covered
by any other representation and warranty made by the Seller in this Exhibit B or
(B) with respect to which: (1) the Seller has no actual knowledge as of the
Closing Date and (2) written notice of the discovery thereof is not delivered to
the Seller by the Trustee or the Master Servicer on or prior to the date
occurring twelve months after the Closing Date. Neither the Seller nor any prior
holder of such Mortgage Loan (other than, with respect to a related Mortgaged
Property located in New York and Florida, a prior holder unaffiliated with the
Seller from whom the Seller has taken the related Mortgage Note and Mortgage by
assignment and has amended and restated such Mortgage Note and Mortgage) has
waived, in writing or with knowledge, any material default, breach, violation or
event of acceleration under any of such documents. Under the terms of such
Mortgage Loan, no person or party other than the mortgagee or its servicing
agent may declare an event of default or accelerate the related indebtedness
under such Mortgage Loan.

          (xiv) No Payment Delinquency. As of the Closing Date, such Mortgage
Loan is not, and in the prior 12 months (or since the date of origination if
such Mortgage Loan has been originated within the past 12 months), has not been,
30 days or more past due in respect of any Monthly Payment.

          (xv) Interest Accrual Basis. Such Mortgage Loan accrues interest on an
Actual/360 Basis, an Actual/Actual Basis or a 30/360 Basis; and such Mortgage
Loan accrues interest (payable monthly in arrears) at a fixed rate of interest
throughout the remaining term thereof (except if such Mortgage Loan is an ARD
Mortgage Loan, in which case the accrual rate for interest will increase after
its Anticipated Repayment Date, and except in connection with the occurrence of
a default and the accrual of default interest).

          (xvi) Subordinate Debt. Each related Mortgage or other loan document
relating to such Mortgage Loan does not provide for or permit, without the prior
written consent of the holder of the related Mortgage Note, any related
Mortgaged Property or any direct controlling interest in the Mortgagor to secure
any other promissory note or debt (other than another Mortgage Loan in the Trust
Fund and, if such Mortgage Loan is part of a Loan Combination, the other
mortgage loan(s) that are part of such Loan Combination, as applicable).


                                        6

          (xvii) Qualified Mortgage. Such Mortgage Loan is a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code. Accordingly,
either as of the date of origination or the Closing Date, the fair market value
of the real property securing such Mortgage Loan was not less than 80% of the
"adjusted issue price" (within the meaning of the REMIC Provisions) of such
Mortgage Loan. For purposes of the preceding sentence, the fair market value of
the real property securing such Mortgage Loan was first reduced by the amount of
any lien on such real property that is senior to the lien that secures such
Mortgage Loan, and was further reduced by a proportionate amount of any lien
that is on a parity with the lien that secures such Mortgage Loan. No action
that occurs by operation of the terms of such Mortgage Loan would cause such
Mortgage Loan to cease to be a "qualified mortgage" and such Mortgage Loan does
not permit the release or substitution of collateral if such release or
substitution (A) would constitute a "significant modification" of such Mortgage
Loan within the meaning of Treasury regulations section 860G-2(b), (B) would
cause such Mortgage Loan not to be a "qualified mortgage" within the meaning of
Section 860G(a)(3) of the Code (without regard to clauses (A)(i) or (A)(ii)
thereof) or (C) would cause a "prohibited transaction" within the meaning of
Section 860F(a)(2) of the Code. The related Mortgaged Property, if acquired in
connection with the default or imminent default of such Mortgage Loan, would
constitute "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code.

          (xviii) Prepayment Consideration. Prepayment Premiums and Yield
Maintenance Charges payable with respect to such Mortgage Loan, if any,
constitute "customary prepayment penalties" within the meaning of Treasury
regulations section 1.860G-1(b)(2).

          (xix) Environmental Conditions. One or more environmental site
assessments (or updates thereof) in each instance meeting American Society of
Testing and Materials requirements were performed by an environmental consulting
firm independent of the Seller and the Seller's Affiliates with respect to each
related Mortgaged Property during the 12-month period preceding the Cut-off
Date, and the Seller, having made no independent inquiry other than to review
the report(s) prepared in connection with the assessment(s) and/or update(s)
referenced herein, has no knowledge of, and has not received actual notice of,
any material and adverse environmental condition or circumstance affecting such
Mortgaged Property that was not disclosed in such report(s); none of the
environmental reports reveal any circumstances or conditions that are in
violation of any applicable environmental laws, or if such report does reveal
such circumstances, then (1) the same have been remediated in all material
respects, (2) sufficient funds have been escrowed or a letter of credit,
guaranty or other instrument has been delivered for purposes of covering the
estimated costs of such remediation, (3) the related Mortgagor or other
responsible party set forth on Schedule I (which Mortgagor or other responsible
party has been reasonably determined by the Seller to have the creditworthiness
to do so (such determination by the Seller to be based on review of (i) the
financial statements provided to the Seller by the Mortgagor or other
responsible party, as applicable, and (ii) the reasonable cost of remediation of
the circumstances or conditions that are in violation of the applicable
environmental laws as set forth in the applicable environmental report)) is
currently taking remedial or other appropriate action to address the
environmental issue consistent with the recommendations in such site assessment,
(4) the cost of the environmental issue relative to the value of such Mortgaged
Property was de minimis, or (5) environmental insurance has been obtained.

          The Mortgagor with respect to such Mortgage Loan has represented,
warranted and covenanted generally to the effect that, to its knowledge, except
as set forth in the environmental reports described above, it has not used,
caused or permitted to exist, and will not use, cause or permit to exist,


                                        7

on the related Mortgaged Property, any Hazardous Materials in any manner which
violates applicable federal, state or local laws governing the use, storage,
handling, production or disposal of Hazardous Materials at the related Mortgaged
Property and (A) the related Mortgagor and a natural person have agreed to
indemnify the mortgagee under such Mortgage Loan, and its successors and
assigns, against any losses, liabilities, damages, penalties, fines, claims and
reasonable out of pocket expenses (excluding lost profits, consequential damages
and diminution of value of the related Mortgaged Property, provided that no
Mortgage Loan with an original principal balance equal to or greater than
$15,000,000 contains an exclusion for "diminution of value" of the related
Mortgaged Property) paid, suffered or incurred by such mortgagee resulting from
such Mortgagor's material violation of any environmental law or a material
breach of the environmental representations and warranties or covenants given by
the related Mortgagor in connection with such Mortgage Loan or (B) environmental
insurance has been obtained. If such Mortgage Loan is a Mortgage Loan as to
which neither a natural person has provided the indemnity set forth above nor
environmental insurance has been obtained, such Mortgage Loan is set forth on
Schedule I.

          The Seller has not taken any action with respect to such Mortgage Loan
or the related Mortgaged Property that could subject the Seller or its
successors and assigns in respect of such Mortgage Loan to liability under
CERCLA or any other applicable federal, state or local environmental law. The
related Mortgage or other loan documents require the related Mortgagor to comply
with all applicable federal, state and local environmental laws and regulations.

          (xx) Realization Against Real Estate Collateral. The related Mortgage
Note, Mortgage(s), Assignment(s) of Leases and other loan documents securing
such Mortgage Loan, if any, contain customary and, subject to the limitations
and exceptions as to enforceability in paragraph (v) above, enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the practical realization against the related Mortgaged Property or
Properties of the principal benefits of the security intended to be provided
thereby, including realization by judicial or, if applicable, non-judicial
foreclosure.

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

          (xxii) Loan Security. Such Mortgage Loan is secured by a Mortgage on a
fee simple interest and/or a leasehold estate in a commercial property or
multifamily property, including the related Mortgagor's interest in the
improvements on the related Mortgaged Property.

          (xxiii) Amortization. Such Mortgage Loan does not provide for negative
amortization unless such Mortgage Loan is an ARD Mortgage Loan, in which case it
may occur only after the Anticipated Repayment Date.

          (xxiv) Whole Loan. Such Mortgage Loan is a whole loan, contains no
equity participation by the lender or shared appreciation feature and does not
provide for any contingent interest in the form of participation in the cash
flow of the related Mortgaged Property.


                                        8

          (xxv) Due-on-Encumbrance. Each Mortgage Loan contains provisions for
the acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the prior written consent of the mortgagee or Rating Agency
confirmation that an Adverse Rating Event with respect to any Class of
Certificates would not occur, any related Mortgaged Property or any direct
controlling interest in the Mortgagor is directly encumbered in connection with
subordinate financing; and except in the case of a Trust Mortgage Loan that is
part of a Loan Combination (for which such consent has been granted with respect
to the other mortgage loan(s) in such Loan Combination), and except for the
respective Mortgage Loans secured by the Mortgaged Properties listed on Schedule
I (for which such consent has been granted with respect to mezzanine debt), no
such consent has been granted by the Seller. To the Seller's knowledge, no
related Mortgaged Property is encumbered in connection with subordinate
financing (except that each Mortgaged Property securing a Trust Mortgage Loan
that is part of a Loan Combination also secures the other mortgage loan(s) in
such Loan Combination); however, if the related Mortgaged Property is listed on
Schedule I, certain direct controlling equity holders in the related Mortgagor
are known to the Seller to have incurred debt secured by their ownership
interest in the related Mortgagor.

          (xxvi) Due-on-Sale. Except with respect to transfers of certain
non-controlling and/or minority interests in the related Mortgagor as specified
in the related Mortgage or with respect to transfers of interests in the related
Mortgagor between immediate family members and with respect to transfers by
devise, by descent or by operation of law or otherwise upon the death or
incapacity of a person having an interest in the related Mortgagor, each
Mortgage Loan contains either (A) provisions for the acceleration of the payment
of the unpaid principal balance of such Mortgage Loan if any related Mortgaged
Property or interest therein is directly or indirectly transferred or sold
without the prior written consent of the mortgagee or rating agency
confirmation, or (B) provisions for the acceleration of the payment of the
unpaid principal balance of such Mortgage Loan if any related Mortgaged Property
or interest therein is directly or indirectly transferred or sold without the
related Mortgagor having satisfied certain conditions specified in the related
Mortgage with respect to permitted transfers (which conditions are consistent
with the practices of prudent commercial mortgage lenders (as defined below)).
The Mortgage (under either specific or general expense provisions) requires the
Mortgagor to pay all reasonable fees and expenses associated with securing the
consent or approval of the holder of the Mortgage for all actions involving the
transfer of interest in such Mortgagor requiring such consent or approval under
the Mortgage.

          (xxvii) Mortgagor Concentration. Except in the case of the Mortgage
Loans listed on Schedule I (xxvii), such Mortgage Loan, together with any other
Mortgage Loan made to the same Mortgagor or to an Affiliate of such Mortgagor,
does not represent more than 5% of the Initial Pool Balance.

          (xxviii) Waivers; Modifications. Except as set forth in a written
instrument included in the related Mortgage File, the (A) material terms of the
related Mortgage Note, the related Mortgage(s) and any related loan agreement
and/or lock-box agreement have not been waived, modified, altered, satisfied,
impaired, canceled, subordinated or rescinded by the mortgagee in any manner,
and (B) no portion of a related Mortgaged Property has been released from the
lien of the related Mortgage, in the case of (A) and/or (B), to an extent or in
a manner that in any such event materially interferes with the security intended
to be provided by such document or instrument. Schedule I identifies each
Mortgage Loan (if any) as to which, since the latest date any related due
diligence materials were delivered to JP Morgan Capital Corporation (or its
designee), there has been (in writing) given, made or consented to a


                                        9

material alteration, material modification or assumption of the terms of the
related Mortgage Note, Mortgage(s) or any related loan agreement and/or lock-box
agreement and/or as to which, since such date, there has been (in writing) a
waiver other than as related to routine operational matters or minor covenants.

          (xxix) Inspection. Each related Mortgaged Property was inspected by or
on behalf of the related originator during the six-month period prior to the
related origination date.

          (xxx) Property Release. The terms of the related Mortgage Note,
Mortgage(s) or other loan document securing such Mortgage Loan do not provide
for the release from the lien of such Mortgage of any material portion of the
related Mortgaged Property that is necessary to the operation of such Mortgaged
Property or was given material value in the underwriting of such Mortgage Loan
at origination, without (A) payment in full of such Mortgage Loan, (B) delivery
of Defeasance Collateral in the form of "government securities" within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), (C) payment of a release price equal to at least
125% of the amount of such Mortgage Loan allocated to the related Mortgaged
Property subject to the release or (D) with respect to mortgage loans listed on
Schedule I-xxx, the satisfaction of certain underwriting and legal requirements
which the Seller required in the origination of comparable mortgage loans.

          (xxxi) Qualifications; Licensing; Zoning. The related Mortgagor has
covenanted in the related Mortgage Loan documents to maintain the related
Mortgaged Property in compliance in all material respects with, to the extent it
is not grandfathered under, all applicable laws, zoning ordinances, rules,
covenants and restrictions affecting the construction, occupancy, use and
operation of such Mortgaged Property, and the related originator performed the
type of due diligence in connection with the origination of such Mortgage Loan
customarily performed by prudent commercial mortgage lenders (as defined below)
with respect to the foregoing matters; the Seller has received no notice of any
material violation of, to the extent is has not been grandfathered under, any
applicable laws, zoning ordinances, rules, covenants or restrictions affecting
the construction, occupancy, use or operation of the related Mortgaged Property
(unless affirmatively covered by the title insurance referred to in paragraph
(xi) above (or an endorsement thereto)); to the Seller's knowledge (based on
surveys, opinions, letters from municipalities and/or title insurance obtained
in connection with the origination of such Mortgage Loan), no improvement that
was included for the purpose of determining the appraised value of the related
Mortgaged Property at the time of origination of such Mortgage Loan lay outside
the boundaries and building restriction lines of such property, in effect at the
time of origination of such Mortgage Loan, to an extent which would have a
material adverse affect on the related Mortgagor's use and operation of such
Mortgaged Property (unless grandfathered with respect thereto or affirmatively
covered by the title insurance referred to in paragraph (xi) above (or an
endorsement thereto)), and no improvements on adjoining properties encroached
upon such Mortgaged Property to any material extent. For purposes of this
paragraph, a Mortgaged Property shall be deemed "grandfathered" with respect to
any laws, zoning ordinances, rules, covenants or restrictions affecting the
construction, occupancy, use or operation of the related Mortgaged Property, if
and to the extent that any of the construction, occupancy, use and operation of
such Mortgaged Property: (A) conformed in all material respects with such laws,
zoning ordinances, rules, covenants and restrictions affecting the improvements
on the related Mortgaged Property at the time the improvements on the related
Mortgaged Property were initially constructed or put into operation; and/or (B)
was not addressed or otherwise prohibited by any such laws, zoning ordinances,
rules, covenants and restrictions affecting the related Mortgaged Property at
the


                                       10

time the improvements on the related Mortgaged Property were initially
constructed or put into operation.

          (xxxii) Property Financial Statements. The related Mortgagor has
covenanted in the related Mortgage Loan documents to deliver to the mortgagee
annual operating statements, rent rolls and related information of each related
Mortgaged Property and annual financial statements. If such Mortgage Loan had an
original principal balance greater than $15 million, the related Mortgagor has
covenanted to provide such operating statements, rent rolls and related
information on a quarterly basis. If such Mortgage Loan has an original
principal balance equal to or greater than $20 million, the related Mortgagor,
if it obtains an audited financial statement, is required to provide a copy
thereof to the holder of such Mortgage Loan at the related mortgagee's request.

          (xxxiii) Single Purpose Entity. If such Mortgage Loan has a Cut-off
Date Balance in excess of $25 million, then the related Mortgagor is obligated
by its organizational documents and the related Mortgage Loan documents to be a
Single Purpose Entity for so long as such Mortgage Loan is outstanding; and, if
such Mortgage Loan has a Cut-off Date Balance greater than $5 million and less
than $25 million, the related Mortgagor is obligated by its organizational
documents and/or the related Mortgage Loan documents to own the related
Mortgaged Property and no other material assets, except such as are incidental
to the ownership of such Mortgaged Property for so long as such Mortgage Loan is
outstanding. For purposes of this representation, "Single Purpose Entity" means
an entity whose organizational documents or the related Mortgage Loan documents
provide substantially to the effect that such entity: (A) is formed or organized
solely for the purpose of owning and operating one or more of the Mortgaged
Properties securing such Mortgage Loan, (B) may not engage in any business
unrelated to the related Mortgaged Property or Mortgaged Properties, (C) does
not have any material assets other than those related to its interest in and
operation of such Mortgaged Property or Mortgaged Properties and (D) may not
incur indebtedness other than as permitted by the related Mortgage or other
Mortgage Loan documents. If such Mortgage Loan has an initial principal balance
of $25 million and above and the related Mortgagor is a single member limited
liability company, such Mortgagor's organizational documents provide that such
Mortgagor shall not dissolve or liquidate upon the bankruptcy, dissolution,
liquidation or death of its sole member and is organized in a jurisdiction that
provides for such continued existence and there was obtained opinion of counsel
confirming such continued existence. If such Mortgage Loan has, or is part of a
group of Mortgage Loans with affiliated Mortgagors having, a Cut-off Date
Balance equal to or greater than 2% of the Initial Pool Balance, or if such
Mortgage Loan has an original principal balance equal to or greater than $25
million, there was obtained an opinion of counsel regarding non-consolidation of
such Mortgagor.

          (xxxiv) Advancing of Funds. No advance of funds has been made,
directly or indirectly, by the originator or the Seller to the related Mortgagor
other than pursuant to the related Mortgage Note; and, to the actual knowledge
of the Seller, no funds have been received from any Person other than such
Mortgagor for or on account of payments due on the related Mortgage Note.

          (xxxv) Legal Proceedings. To the Seller's actual knowledge, there are
no pending actions, suits or proceedings by or before any court or governmental
authority against or affecting the related Mortgagor or any related Mortgaged
Property that, if determined adversely to such Mortgagor or Mortgaged Property,
would materially and adversely affect the value of such Mortgaged Property or
the ability of such Mortgagor to pay principal, interest or any other amounts
due under such Mortgage Loan.


                                       11

          (xxxvi) Originator Duly Authorized. To the extent required under
applicable law as of the Closing Date, the originator of such Mortgage Loan was
qualified and authorized to do business in each jurisdiction in which a related
Mortgaged Property is located at all times when it held such Mortgage Loan to
the extent necessary to ensure the enforceability of such Mortgage Loan.

          (xxxvii) Trustee under Deed of Trust. If the related Mortgage is a
deed of trust, a trustee, duly qualified under applicable law to serve as such,
is properly designated and serving under such Mortgage, and no fees and expenses
are payable to such trustee except in connection with a trustee sale of the
related Mortgaged Property following a default or in connection with the release
of liens securing such Mortgage Loan and any such fees and expenses are the
obligation of the Mortgagor under the terms of the Mortgage.

          (xxxviii) Cross-Collateralization. The related Mortgaged Property is
not, to the Seller's knowledge, collateral or security for any mortgage loan
that is not in the Trust Fund and, if such Mortgage Loan is
cross-collateralized, it is cross-collateralized only with other Mortgage Loans
in the Trust Fund, except that a Trust Mortgage Loan that is part of a Loan
Combination is secured by one or more Mortgaged Properties that also secure the
related Non-Trust Mortgage Loan(s). The security interest/lien on each material
item of collateral for such Mortgage Loan has been assigned to the Trustee.

          (xxxix) Flood Hazard Insurance. None of the improvements on any
related Mortgaged Property are located in a flood hazard area as defined by the
Federal Insurance Administration or, if any portion of the improvements on the
related Mortgaged Property are in an area identified in the Federal Register by
the Federal Emergency Management Agency as having special flood hazards falling
within zones A or V in the national flood insurance program, the Mortgagor has
obtained and is required to maintain flood insurance.

          (xl) Engineering Assessments. One or more engineering assessments or
updates of a previously conducted engineering assessment were performed by an
Independent engineering consulting firm with respect to each related Mortgaged
Property during the 12-month period preceding the Cut-off Date, and the Seller,
having made no independent inquiry other than to review the report(s) prepared
in connection with such assessment(s) and or update(s), does not have any
knowledge of any material and adverse engineering condition or circumstance
affecting such Mortgaged Property that was not disclosed in such report(s); and,
to the extent such assessments revealed deficiencies, deferred maintenance or
similar conditions, either (A) the estimated cost has been escrowed or a letter
of credit has been provided, (B) repairs have been made or (C) the scope of the
deferred maintenance relative to the value of such Mortgaged Property was de
minimis.

          (xli) Escrows. All escrow deposits and payments relating to such
Mortgage Loan are under control of the Seller or the servicer of such Mortgage
Loan and all amounts required as of the date hereof under the related Mortgage
Loan documents to be deposited by the related Mortgagor have been deposited. The
Seller is transferring to the Trustee all of its right, title and interest in
and to such amounts.

          (xlii) Licenses, Permits and Authorizations. The related Mortgagor has
represented in the related Mortgage Loan documents that, and to the actual
knowledge of the Seller, as of the date of origination of such Mortgage Loan,
all material licenses, permits and authorizations then required for


                                       12

use of the related Mortgaged Property by such Mortgagor, the related lessee,
franchisor or operator have been issued and were valid and in full force and
effect.

          (xliii) Servicing and Collection Practices. The servicing and
collection practices used by the Seller or, to the Seller's knowledge, any prior
holder of the related Mortgage Note with respect to such Mortgage Loan have been
in all respects legal and have met customary industry standards.

          (xliv) Fee Simple. Unless such Mortgage Loan is covered by the
representation and warranty in the immediately following paragraph (xlv), such
Mortgage Loan is secured in whole or material part by a fee simple interest.

          (xlv) Leasehold Interest Only. If such Mortgage Loan is secured in
whole or in material part by the interest of the related Mortgagor as a lessee
under a Ground Lease but not by the related fee interest, then:

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

          b.   upon the foreclosure of such Mortgage Loan (or acceptance of a
               deed in lieu thereof), the Mortgagor's interest in such Ground
               Lease is assignable to the Trustee (or, in the case of an Outside
               Serviced Trust Mortgage Loan, to the related Outside Trustee)
               without the consent of the lessor thereunder (or, if any 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 the Trustee (or, in the case of an Outside Serviced
               Trust Mortgage Loan, by the related Outside Trustee) and its
               successors without a need to obtain the consent of such lessor
               (or, if any such consent is required, it has been obtained prior
               to the Closing Date or may not be unreasonably withheld);

          c.   such Ground Lease may not be amended or modified without the
               prior written consent of the mortgagee under such Mortgage Loan
               and any such action without such consent is not binding on such
               mortgagee, its successors or assigns;

          d.   unless otherwise set forth in such Ground Lease, such Ground
               Lease does not permit any increase in the amount of rent payable
               by the ground lessee thereunder during the term of such Mortgage
               Loan;

          e.   such Ground Lease was in full force and effect as of the date of
               origination of the related Mortgage Loan and, at the Closing
               Date, such Ground Lease is in full force and effect; to the
               actual knowledge of the Seller, except for payments due but not
               yet 30 days or more delinquent, (1) there is no material default
               under such Ground Lease, and (2) there is no event which, with
               the passage of time or with notice and the expiration of any
               grace or cure period, would constitute a material default under
               such Ground Lease;

          f.   such Ground Lease, or an estoppel or consent letter received by
               the mortgagee under such Mortgage Loan from the lessor, requires
               the lessor thereunder to give notice of


                                       13

               any default by the lessee to such mortgagee; and such Ground
               Lease, or an estoppel or consent letter received by the mortgagee
               under such Mortgage Loan from the lessor, further provides either
               (1) that no notice of termination given under such Ground Lease
               is effective against such mortgagee unless a copy has been
               delivered to the mortgagee in the manner described in such Ground
               Lease, estoppel or consent letter or (2) that upon any
               termination of such Ground Lease the lessor will enter into a new
               lease with such mortgagee upon such mortgagee's request;

          g.   based upon the related policy of title insurance, the ground
               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 the related ground lessor's related
               fee interest and any Permitted Encumbrances;

          h.   the mortgagee under such Mortgage Loan is permitted a reasonable
               opportunity to cure any curable default under such Ground Lease
               (not less than the time provided to the related lessee under such
               Ground Lease to cure such default) before the lessor thereunder
               may terminate or cancel such Ground Lease;

          i.   such Ground Lease has a currently effective term (including any
               options exercisable by the holder of the related Mortgage) that
               extends not less than 20 years beyond the Stated Maturity Date of
               the related Mortgage Loan;

          j.   under the terms of such Ground Lease, any estoppel or consent
               letter received by the mortgagee under such Mortgage Loan from
               the lessor and the related Mortgage Loan documents, taken
               together, any related insurance proceeds, other than de minimis
               amounts for minor casualties, with respect to the leasehold
               interest, or condemnation proceeds will be applied either to the
               repair or restoration of all or part of the related Mortgaged
               Property, with the mortgagee or a trustee appointed by it having
               the right to hold and disburse such proceeds as the repair or
               restoration progresses (except in such cases where a provision
               entitling another party to hold and disburse such proceeds would
               not be viewed as commercially unreasonable by a prudent
               commercial mortgage lender), or to the payment of the outstanding
               principal balance of the Mortgage Loan, together with any accrued
               interest thereon;

          k.   such Ground Lease does not impose any restrictions on use or
               subletting which would be viewed as commercially unreasonable by
               a prudent commercial mortgage lender;

          l.   upon the request of the mortgagee under such Mortgage Loan, the
               ground lessor under such Ground Lease is required to enter into a
               new lease upon termination of the Ground Lease for any reason
               prior to the expiration of the term thereof, including as a
               result of the rejection of the Ground Lease in a bankruptcy of
               the related Mortgagor unless the mortgagee under such Mortgage
               Loan fails to cure a default of the lessee under such Ground
               Lease following notice thereof from the lessor; and

          m.   the terms of the related Ground Lease have not been waived,
               modified, altered, satisfied, impaired, canceled, subordinated or
               rescinded in any manner which materially interferes with the
               security intended to be provided by such Mortgage,


                                       14

               except as set forth in an instrument or document contained in the
               related Mortgage File.

          (xlvi) Fee Simple and Leasehold Interest. If such Mortgage Loan is
secured by the interest of the related Mortgagor under a Ground Lease and by the
related fee interest, then (A) such fee interest is subject, and subordinated of
record, to the related Mortgage, (B) the related Mortgage does not by its terms
provide that it will be subordinated to the lien of any other mortgage or other
lien upon such fee interest, and (C) upon occurrence of a default under the
terms of the related Mortgage by the related Mortgagor, the mortgagee under such
Mortgage Loan has the right (subject to the limitations and exceptions set forth
in paragraph (v) above) to foreclose upon or otherwise exercise its rights with
respect to such fee interest.

          (xlvii) Tax Lot; Utilities. Each related Mortgaged Property
constitutes one or more complete separate tax lots (or the related Mortgagor has
covenanted to obtain separate tax lots and an escrow of funds in an amount
sufficient to pay taxes resulting from a breach thereof has been established) or
is subject to an endorsement under the related title insurance policy; and each
related Mortgaged Property is served by a public or other acceptable water
system, a public sewer (or, alternatively, a septic) system, and other customary
utility facilities.

          (xlviii) Defeasance. If such Mortgage Loan is a Defeasance Mortgage
Loan, the related Mortgage Loan documents require the related Mortgagor to pay
all reasonable costs associated with the defeasance thereof, and either: (A)
require the prior written consent of, and compliance with the conditions set by,
the holder of such Mortgage Loan for defeasance or (B) require that (1)
defeasance may not occur prior to the second anniversary of the Closing Date,
(2) the Defeasance Collateral must be government securities within the meaning
of Treasury regulations section 1.860G-2(a)(8)(i) and must be sufficient to make
all scheduled payments under the related Mortgage Note when due (assuming for
each ARD Mortgage Loan that it matures on its Anticipated Repayment Date or on
the date when any open prepayment period set forth in the related Mortgage Loan
documents commences) or, in the case of a partial defeasance that effects the
release of a material portion of the related Mortgaged Property, to make all
scheduled payments under the related Mortgage Note on that part of such Mortgage
Loan equal to at least 110% of the allocated loan amount of the portion of the
Mortgaged Property being released, (3) an independent accounting firm (which may
be the Mortgagor's independent accounting firm) certify that the Defeasance
Collateral is sufficient to make such payments, (4) such Mortgage Loan be
assumed by a successor entity designated by the holder of such Mortgage Loan (or
by the Mortgagor with the approval of such lender), and (5) counsel provide an
opinion letter to the effect that the Trustee (or, in the case of an Outside
Serviced Trust Mortgage Loan, the related Outside Trustee) has a perfected
security interest in such Defeasance Collateral prior to any other claim or
interest.

          (xlix) Primary Servicing Rights. Except with respect to the Outside
Servicers, no Person has been granted or conveyed the right to primary service
such Mortgage Loan or receive any consideration in connection therewith except
(A) as contemplated in this Agreement with respect to primary servicers that are
to be sub-servicers of the Master Servicer, (B) as has been conveyed to the
Master Servicer, in its capacity as a primary servicer, or (C) as has been
terminated.

          (l) Mechanics' and Materialmen's Liens. As of origination and, to the
Seller's actual knowledge, as of the Closing Date, (A) the related Mortgaged
Property is free and clear of any and all mechanics' and materialmen's liens
that are not bonded, insured against or escrowed for, and


                                       15

(B) 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 (unless
affirmatively covered by the title insurance referred to in paragraph (xi) above
(or an endorsement thereto)). The Seller has not received actual notice with
respect to such Mortgage Loan that any mechanics' and materialmen's liens have
encumbered such Mortgaged Property since origination that have not been
released, bonded, insured against or escrowed for.

          (li) Due Date. Subject to any business day convention imposed by the
related loan documents, the Due Date for such Mortgage Loan is scheduled to be
the first day, the seventh day, the tenth day or the eleventh day of each month.

          (lii) Assignment of Leases. Subject only to Permitted Encumbrances,
the related Assignment of Leases set forth in or separate from the related
Mortgage and delivered in connection with such Mortgage Loan establishes and
creates a valid and, subject only to the exceptions and limitations in paragraph
(v) above, enforceable first priority lien and first priority security interest
in the related Mortgagor's right to receive payments due under any and all
leases, subleases, licenses or other agreements pursuant to which any Person is
entitled to occupy, use or possess all or any portion of the related Mortgaged
Property subject to the related Mortgage, except that a license may have been
granted to the related Mortgagor to exercise certain rights and perform certain
obligations of the lessor under the relevant lease or leases; and each assignor
thereunder has the full right to assign the same.

          (liii) Mortgagor Formation or Incorporation. To the Seller's
knowledge, the related Mortgagor is a Person formed or incorporated in a
jurisdiction within the United States.

          (liv) No Ownership Interest in Mortgagor. The Seller has no ownership
interest in the related Mortgaged Property or the related Mortgagor other than
as the holder of such Mortgage Loan being sold and assigned, and neither the
Seller nor any affiliate of the Seller has any obligation to make any capital
contributions to the related Mortgagor under the Mortgage or any other related
Mortgage Loan document.

          (lv) No Undisclosed Common Ownership. To the Seller's knowledge,
except where multiple properties secure an individual Mortgage Loan and except
for properties securing Mortgage Loans that are cross-defaulted and
cross-collateralized, no two properties securing Mortgage Loans are directly or
indirectly under common ownership.

          (lvi) Loan Outstanding. Such Mortgage Loan has not been satisfied in
full, and except as expressly contemplated by the related loan agreement or
other documents contained in the related Mortgage File, no material portion of
the related Mortgaged Property has been released.

          (lvii) Usury. Such Mortgage Loan complied with or was exempt from all
applicable usury laws in effect at its date of origination.

          (lviii) ARD Mortgage Loan. If such Mortgage Loan is an ARD Mortgage
Loan, then:

          n.   the related Anticipated Repayment Date is not less than five
               years from the origination date for such Mortgage Loan;


                                       16

          o.   such Mortgage Loan provides that from the related Anticipated
               Repayment Date through the maturity date for such Mortgage Loan,
               all excess cash flow (net of normal monthly debt service on such
               Mortgage Loan, monthly expenses reasonably related to the
               operation of the related Mortgaged Property, amounts due for
               reserves established under such Mortgage Loan, and payments for
               any other expenses, including capital expenses, related to such
               Mortgaged Property which are approved by mortgagee) will be
               applied to repay principal due under such Mortgage Loan;

          p.   no later than the related Anticipated Repayment Date, the related
               Mortgagor is required (if it has not previously done so) to enter
               into a "lockbox agreement" whereby all revenue from the related
               Mortgaged Property will be deposited directly into a designated
               account controlled by the mortgagee under such Mortgage Loan; and

          q.   the interest rate of such Mortgage Loan will increase by at least
               two (2) percentage points in connection with the passage of its
               Anticipated Repayment Date.

          (lix) Appraisal. An appraisal of the related Mortgaged Property was
conducted in connection with the origination of such Mortgage Loan; and such
appraisal satisfied either (A) the requirements of the "Uniform Standards of
Professional Appraisal Practice" as adopted by the Appraisal Standards Board of
the Appraisal Foundation, or (B) the guidelines in Title XI of the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, in either case as in
effect on the date such Mortgage Loan was originated.

          For purposes of the foregoing representations and warranties, the
phrases "to the knowledge of the Seller" or "to the Seller's knowledge" shall
mean, except where otherwise expressly set forth above, the actual state of
knowledge of the Seller at the time of the origination of the particular
Mortgage Loan regarding the matters referred to, in each case after having
conducted such inquiry and due diligence into such matters as is customarily
performed (at the time the subject Mortgage Loan was originated) by prudent
institutional commercial or multifamily (as applicable) mortgage lenders
originating fixed-rate mortgage loans for securitization similar to the subject
Mortgage Loan, which inquiry and due diligence, in each case, would be commonly
applicable at such time taking into account the facts, circumstances and
characteristics of the subject Mortgage Loan and Mortgaged Property, and the
phrases "to the actual knowledge of the Seller" or "to the Seller's actual
knowledge" shall mean, except where otherwise expressly set forth above, the
actual state of the Seller's knowledge, at the time of the origination of the
particular Mortgage Loan regarding the matters referred to, in each case without
any express or implied obligation to make any inquiry or conduct any due
diligence. For purposes of the foregoing representations and warranties, with
respect to matters referred to that occurred subsequent to the origination of
the subject Mortgage Loan and with respect to the phrases "to the knowledge of
the Seller," "to the Seller's knowledge," "to the actual knowledge of the
Seller" or "to the Seller's actual knowledge," the term "Seller" shall be deemed
to include Wachovia, solely in its capacity as interim servicer (if applicable)
of the subject Mortgage Loan subsequent to origination of and prior to the
Closing Date for the subject Mortgage Loan.

          For purposes of the foregoing representations and warranties, the
phrases "would be considered prudent by an institutional commercial mortgage
lender" or "consistent with the practices of prudent commercial mortgage
lenders" or "customarily performed by prudent commercial mortgage lenders" or
"would not be viewed as commercially unreasonable by a prudent commercial
mortgage


                                       17

lender" and/or other references to "prudent commercial mortgage lender(s)"
shall, in each case, mean the subject action, inaction, consideration,
determination, or lending practice would be reasonably consistent with the
practices or procedures commonly followed (at the time the subject action,
inaction, consideration, determination, or lending practice occurred) by
commercial mortgage lenders originating fixed-rate mortgage loans for
securitization similar to the Mortgage Loans, which practices or procedures, in
each case, would be commonly applicable at such time taking into account the
facts, circumstances and characteristics of the subject Mortgage Loan.


                                       18

                                   SCHEDULE I

                                 LB-UBS 2007-C7

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

     (iii) Ownership of Mortgage Loan

     A third party is entitled to a correspondent fee with respect to each of
the following Mortgage Loans:

          Loan No. 10034634/Storage Outlet
          Loan No. 10035751/Burma Commerce Park
          Loan No. 10038326/Northrop Grumman Industrial Building

     (v) Loan Document Status

     With respect to the following Mortgage Loans, an entity rather than a
natural person serves as guarantor of the specified liabilities:

          Loan No. 10033141/Geist Pavilion
          Loan No. 10034125/Giant Eagle
          Loan No. 10034634/Storage Outlet
          Loan No. 10037814/Marin Self-Storage & Wine Vaults
          Loan No. 10039594/945 Goethals Drive

     With respect to Loan No. 10033720/The Legends at Village West, neither a
natural person nor an entity has guaranteed the liabilities specified in this
representation.

     Property Insurance

     With respect to all of the Mortgage Loans except Loan Nos. 10033720/The
Legends at Village West and 10030795/Superstition Gateway (rating of AA or
better from S & P required for each such loan), the related Mortgage Loan
documents require the insurer to have a rating of A:V or better from A.M. Best
Company.

     (xv) Interest Accrual Basis

     In connection with Loan No. 10033720/The Legends at Village West, the
related Mortgage Loan documents require the related Mortgagor to pay on each of
the first five due dates after the closing date interest in advance in the
amount of $350,000 and such interest shall be credited to the Mortgagor on each
subsequent due date.


                                     Sch I-1

     (xvi) Subordinate Debt

     The Mortgage Loan documents for each of the following Mortgage Loans
expressly permit the related Mortgaged Property to secure a subordinate note in
the future, provided certain specified conditions are satisfied, including the
prior written consent of the holder of the related Mortgage Note and maximum
loan to value ratios ("LTV") and minimum debt service coverage ratios ("DSCR")
as set forth below:

          Loan No. 10029779/Stoneridge III Office (Maximum LTV 80%; Minimum DSCR
          1.25 to 1.00)
          Loan No. 10034634/Storage Outlet (Maximum LTV 80%; Minimum DSCR 1.25
          to 1.00)

     The Mortgage Loan documents for Loan No. 10030795/Superstition Gateway
expressly permit the members of the related Mortgagor to pledge their membership
interests to secure a subordinate note in the future, provided certain specified
conditions are satisfied, including the prior written consent of the holder of
the related Mortgage Note and a maximum LTV of 85% and a minimum DSCR of 1.01 to
1.00.

     The Mortgage Loan documents for Loan No. 10033720/The Legends at Village
West expressly permit the Mortgaged Property, and the ownership interests in
entities comprising the related Mortgagor, to secure a subordinate note in the
future, subject to the satisfaction of certain conditions contained in the
related Mortgage Loan documents, including, among other things, (i) no event of
default has occurred under the Mortgage Loan documents, (ii) a maximum
loan-to-value ratio of 85%, (iii) the available cash flow from the Mortgaged
Property satisfying a minimum debt-service-coverage ratio of 1.10 to 1.00, (iv)
the term is co-terminus with the Mortgage Loan, (v) if required, rating agency
confirmation and (vi) the execution of a subordination or intercreditor
agreement, as applicable, in form and content satisfactory to lender.

     (xix) Environmental Conditions

     With respect to each of the following Mortgage Loans, in addition to the
related Mortgagor, an entity rather than a natural person has provided the
indemnities specified in this representation:

          Loan No. 10033141/Geist Pavilion
          Loan No. 10034125/Giant Eagle
          Loan No. 10034634/Storage Outlet
          Loan No. 10037814/Marin Self-Storage & Wine Vaults
          Loan No. 10039594/945 Goethals Drive

     With respect to Loan No. 10033720/The Legends at Village West, only the
related Mortgagor provided the specified indemnities.

     With respect to Loan No. 10030753/Highland Grande Apartment, the
environmental site assessment was conducted prior to the 12-month period
preceding the Cut-off Date.


                                     Sch I-2

     (xxv) Due on Encumbrance

     The Mortgage Loan documents for each of the following Mortgage Loans
expressly permit the related Mortgaged Property to secure a subordinate note in
the future, provided certain conditions are satisfied, including the prior
written consent of the holder of the related Mortgage Note and maximum LTV and
minimum DSCR as set forth below:

     Loan No. 10029779/Stoneridge III Office (Maximum LTV 80%; Minimum DSCR 1.25
     to 1.00)
     Loan No. 10034634/Storage Outlet (Maximum LTV 80%; Minimum DSCR 1.25 to
     1.00)

     The Mortgage Loan documents for Loan No. 10030795/Superstition Gateway
expressly permit membership interests in the related Mortgagor to be pledged to
secure a subordinate note in the future, provided certain specified conditions
are satisfied, including the prior written consent of the holder of the related
Mortgage Note and a maximum LTV of 85% and minimum DSCR of 1.01 to 1.00.

     The Mortgage Loan documents for Loan No. 10033720/The Legends at Village
West expressly permit the Mortgaged Property, and the ownership interests in
entities comprising the related Mortgagor, to secure a subordinate note in the
future, subject to the satisfaction of certain conditions contained in the
related Mortgage Loan documents, including, among other things, (i) no event of
default has occurred under the Mortgage Loan documents, (ii) a maximum
loan-to-value ratio of 85%, (iii) the available cash flow from the Mortgaged
Property satisfying a minimum debt-service-coverage ratio of 1.10 to 1.00, (iv)
the term is co-terminus with the Mortgage Loan, (v) if required, rating agency
confirmation and (vi) the execution of a subordination or intercreditor
agreement, as applicable, in form and content satisfactory to lender.

     (xxxii) Property Financial Statements

     The Mortgage Loan documents for Loan No. 10033141/Geist Pavilion do not
require the delivery of an annual rent roll or annual operating statement, but
do require the quarterly delivery of a quarterly rent roll, quarterly operating
statement and a year-to-date operating statement.

     (xxxiv) Single Purpose Entity

     With respect to Loan No. 10033720/The Legends at Village West, a parking
garage is located on a parcel of land that is utilized in connection with the
Mortgaged Property. Although the additional parcel is not part of the Mortgaged
Property, the Mortgagor is required, pursuant to a parking garage agreement, to
maintain such property and pay the taxes therefor.

     (xl) Engineering Assessment

     The engineering assessment for Loan No. 10030753/Highland Grande Apartments
was conducted prior to the 12-month period preceding the Cut-off Date.

     (xlv) Leasehold Interest Only


                                     Sch I-3

     The following exceptions relate to Loan No. 10034634/Storage Outlet:

          (B) Mortgagor's interest in the Ground Lease is assignable without the
     lessor's consent in connection with a foreclosure or deed in lieu thereof,
     and is further assignable without the lessor's consent by the person or
     entity acquiring the Ground Lease by foreclosure or deed in lieu thereof,
     but subsequent assignments, unless to a national or regional self storage
     operator or a person or entity having a net worth in excess of $3,000,000
     are subject to the lessor's prior consent which is not to be unreasonably
     withheld.

          (F) Upon any termination of the Ground Lease, lessor shall offer to
     either (i) enter into a new lease with the mortgagee, or (ii) prepay the
     Mortgage Loan if mortgagee consents in writing and prepayment by the
     mortgagee is permitted pursuant to the Mortgage Loan documents.

          (L) Upon any termination of the Ground Lease, including rejection of
     the Ground Lease in bankruptcy, lessor shall offer to either (i) enter into
     a new lease with the mortgagee, or (ii) prepay the Mortgage Loan if
     mortgagee consents in writing and prepayment by the mortgagee is permitted
     pursuant to the Mortgage Loan documents.

     (xlvii) Tax Lot; Utilities

     With respect to Loan No. 10033720/The Legends at Village West, one tax lot
includes a parcel of land upon which a parking garage utilized in connection
with the Mortgaged Property is situated. Although the additional parcel is not
part of the Mortgaged Property, the Mortgagor is required, pursuant to a parking
garage agreement, to maintain such property and pay the taxes therefor.

     (xlix) Primary Servicing Rights

     A third party is entitled to a correspondent fee with respect to each of
the following Mortgage Loans:

          Loan No. 10034634/Storage Outlet
          Loan No. 10035751/Burma Commerce Park
          Loan No. 10038326/Northrop Grumman Industrial Building


                                     Sch I-4

                                    EXHIBIT C

Survey
Opinion Letters
Organizational Documents
Leases
Management Agreement
Borrowers Financials
Zoning Letter

                                   EXHIBIT C-1

                   [POLSINELLI SHALTON FLANIGAN SUELTHAUS PC]

            [LETTERHEARD OF POLSINELLI SHALTON FLANIGAN SUELTHAUS PC]

                               November ___, 2007



Structured Asset Securities Corporation II   Wachovia Bank, National Association
745 Seventh Avenue                           8739 Research Drive, URP4
New York, New York 10019                     Charlotte, North Carolina 28262-1075

LNR Partners, Inc.                           LaSalle Bank National Association
1601 Washington Avenue, Suite 700            135 South LaSalle Street, Suite 1625
Miami Beach, Florida 33139                   Chicago, Illinois 60603

Lehman Brothers, Inc.                        UBS Securities LLC
745 Seventh Avenue                           1285 Avenue of the Americas
New York, New York 10019                     New York, New York 10019

Wachovia Capital Markets, LLC                Standard & Poor's Rating Services, a division
One Wachovia Center                             of The McGraw-Hill Companies, Inc.
301 South College Street                     55 Water Street, 41st Floor
Charlotte, NC 28288                          New York, New York 10004

Fitch, Inc.
One State Street Plaza
New York, New York 10004


RE: LB-UBS COMMERCIAL MORTGAGE TRUST 2007-C7
    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C7

Ladies and Gentlemen:

     We have acted as special counsel to KeyBank National Association, a
national banking association ("KEYBANK") in connection with the following
transactions (the "TRANSACTIONS"): (i) the sale by KeyBank, and the purchase by
Structured Asset Securities Corporation II (the "DEPOSITOR"), of certain
multifamily and commercial mortgage loans (the "MORTGAGE LOANS") pursuant to
that certain Mortgage Loan Purchase Agreement dated as of November ___, 2007
(the "LOAN PURCHASE AGREEMENT"), between KeyBank, as seller, and the Depositor,
as purchaser, (ii) the acknowledgement by KeyBank of certain sections of the
Underwriting Agreement, dated as of November ___, 2007 (the "UNDERWRITING
AGREEMENT"), by and among

the Depositor, Lehman Brothers Inc. ("LBI"), UBS Securities LLC ("UBS"), and
Wachovia Capital Markets, LLC ("WACHOVIA"), and acknowledged with respect to
certain sections by KeyBank, UBS Real Estate Securities Inc. ("UBS RES") and
Lehman Brothers Holdings Inc. ("LBHI") and (iii) the acknowledgement by KeyBank
of certain sections of the Certificate Purchase Agreement dated as of November
___, 2007 (the "CERTIFICATE PURCHASE AGREEMENT") by and among Depositor, LBI,
UBS and Wachovia, and acknowledged with respect to certain sections by KeyBank,
UBS RES and LBHI.

     The Loan Purchase Agreement, the Underwriting Agreement and the Certificate
Purchase Agreement are collectively referred to in this letter as the
"AGREEMENTS." Capitalized terms not defined in this letter have the respective
meanings set forth in the Loan Purchase Agreement. In rendering the opinions
expressed in this letter, we have examined and relied solely upon executed
originals or photocopies of the Agreements.

     Based upon the foregoing, and subject to the assumptions, limitations,
qualifications and exceptions set forth below, we are of the opinion that each
of the Agreements to which KeyBank is a party constitutes legal, valid and
binding obligations of KeyBank, enforceable against KeyBank in accordance with
its terms.

     We call your attention to the fact that we did not conduct an investigation
that independently confirms the facts upon which we render this opinion and,
with your permission, we have relied upon the representations and warranties as
to factual matters contained in the Agreements and all other factual information
set forth in the Agreements with respect to factual matters material to the
opinions expressed in this letter. We have no independent knowledge that any of
such facts, representations or statements are untrue. No inference as to our
knowledge of the existence or absence of any fact should be drawn from the fact
of our representation of KeyBank in connection with the Transactions.

     The opinions and statements expressed in this letter are subject to the
following assumptions, comments, conditions, exceptions, qualifications and
limitations:

     (a) Certain attorneys with our firm are members of the State Bar of New
York. We express no opinion as to the laws of any jurisdiction other than the
State of New York and Federal laws of the United States of America to the extent
expressly provided in this letter. Without limiting the generality of the
foregoing, the opinions expressed in this letter do not address any employee
benefit, pension or tax law or related rule or regulation, and we express no
opinion as to the applicability to, or effect on, the transactions contemplated
by the Agreements, of any federal or state securities law, or the statutes,
administrative decisions, rules or regulations of any county, municipality or
political subdivision.

     (b) With your permission, we have assumed, to the extent such matters are
not specifically addressed in the opinion set forth above, (i) the genuineness
of all signatures, (ii) the authenticity of all writings submitted to us as
originals, (iii) the conformity to original writings of all copies submitted to
us as certified or photostatic copies, (iv) the legal competence and capacity of
all natural persons, (v) the accuracy of all the representations and warranties
made in the Agreements, with respect to the factual matters set forth therein,
(vi) all parties to the Agreements are validly existing and in good standing
under the laws of their respective

jurisdictions of organization and have the requisite organizational power to
enter into the Agreements, (vii) there are no other agreements among any or all
of the parties that would alter the agreements set forth in the Agreements,
(viii) each of the parties to the Agreements has received all the necessary
consents to enter into the Agreements, (ix) the execution and delivery of the
Agreements has been duly authorized by all necessary organizational proceedings
on the part of all parties to each document, (x) the Agreements have been duly
executed and delivered by all such parties, (xi) other than with respect to
KeyBank, the Agreements constitute the legal, valid and binding obligations of
all such parties, enforceable against such parties in accordance with their
respective terms, and (xii) the respective terms and provisions of each of the
Agreements do not, and the execution, delivery and performance of its
obligations thereunder by each of such parties will not (A) violate the
constitutive or organizational documents of any such party or any law, order or
decree of any court, administrative agency or other governmental authority
binding on any such party, or (B) result in a breach of or cause a default under
any contract or indenture to which it is a party or by which it is bound.

     (c) With your permission, we have further assumed (i) there is no
agreement, course of dealing or performance, or usage of trade defining,
supplementing, amending, modifying, waiving or qualifying the terms of any of
the Agreements, (ii) the Agreements accurately reflect the complete
understanding of the parties with respect to the Transactions and the rights and
obligations of the parties thereunder, (iii) the terms and conditions of the
Transactions as reflected in the Agreements have not been amended, modified or
supplemented, directly or indirectly, by any other agreement or understanding of
the parties or waiver of any of the material provisions of the Agreements, (iv)
the absence of any circumstance (such as, but not limited to, fraud in the
inducement, duress, waiver, estoppel, unintentional or intentional mistake,
criminal activity, or failure of consideration) extrinsic to the Agreements that
might give rise to a defense against enforcement of the Agreements, (v) the
conduct of each of the parties to the Agreements has complied with any
requirement of good faith, fair dealing and conscionability, and (vi) each
opinion recipient has acted in good faith and without notice of any defense
against enforcement of any rights created by, or any adverse claim to any
property transferred as a part of or contemplated by, the Agreements.

     (d) Our opinion is subject to the qualification that: (i) the
enforceability, validity, and binding nature of the Agreements are subject to
applicable bankruptcy, insolvency, reorganization, moratorium and similar laws
relating to or affecting the enforceability of creditors' rights generally, and
to the effect of general equitable principles (whether arising in a proceeding
at law or in equity), including concepts of commercial reasonableness, good
faith and fair dealing and the possible unavailability of equitable remedies
(including specific performance or injunctive relief), and (ii) particular
provisions of the Agreements may not be enforceable in accordance with their
terms and the availability of certain rights and remedies may be limited by the
laws of the State of New York, none of which limitations will materially
interfere with the practical realization of the benefits or the security
provided by the Agreements, subject to each and all of the assumptions,
qualifications and limitations set forth in this letter and subject to the
economic consequences of any delay that may result from applicable laws, rules,
or judicial decisions.

     (e) We express no opinion regarding: (i) any severability provision in the
Agreements, or (ii) any provision of any of the Agreements that purports to (A)
appoint any

Person as the attorney-in-fact of any other Person, (B) provide that all rights
or remedies of any party are cumulative and may be enforced in addition to any
other right or remedy and that the election of a particular remedy does not
preclude recourse to one or more remedies, (C) permit set-off in the absence of
mutuality between the parties, (D) establish evidentiary standards or make
determinations conclusive, (E) select a jurisdiction or forum or manner of
adjudication or resolution of disputes, other than, subject to Paragraph (i)
below, any provision in the Agreements whereby any party agrees to submit to the
jurisdiction of any New York state court, or (F) waive any rights to adjudicate
a dispute through a jury trial, any right to object to the laying of venue, or
any claim that an action or proceeding has been brought in an inconvenient
forum. Our opinions with respect to any agreement of KeyBank to indemnify any
Person (including by way of contribution) are subject to the qualifications that
any indemnity obligation may be limited by public policy considerations and may
be subject to defenses available to sureties.

     (f) In addition, we express no opinion (i) with respect to any provisions
of the Agreements that conflicts with or are otherwise inconsistent with any
other provisions of the same or any other agreement, (ii) as to the validity,
attachment, perfection or priority of any security interest, or (iii) on whether
any purported sale of the Mortgage Loans or other property is a true sale.

     (g) Our opinions are qualified to the extent that applicable law may
preclude the collection of attorney's fees and other collection costs or a court
may refuse to enforce or may limit the application of a contract regarding the
attorney's fees and other collection costs referred to in the Agreements, to the
extent that such fees or costs are unreasonable, unconscionable or unenforceable
at the time of the execution of the Agreements.

     (h) We note that with respect to the enforceability of any choice-of-law
provision in the Agreements, we have relied upon the provisions of New York
General Obligations Law Section 5-1401, and our opinion in this regard is
subject to the further qualification that (i) such enforceability may be limited
by public policy considerations of New York or any other jurisdiction in which
enforceability of any such clause, or of a judgment upon an agreement containing
such provisions, is sought, and (ii) any such provision is not enforceable to
the extent provided in Section 1-105 of the New York UCC.

     (i) We note that with respect to the enforceability of any forum selection
clause or any clause that purports to waive the right to object to jurisdiction
or venue, we have relied upon the provisions of New York General Obligations Law
Section 5-1402, and our opinion in this regard is subject to the further
qualification that (i) such enforceability may be limited by public policy
considerations of New York or any other jurisdiction in which enforceability of
any such clause, or of a judgment upon an agreement containing such provisions,
is sought, and (ii) we have assumed that any agreement containing any such
clause also contains a provision in which a choice of New York law has been made
in whole or in part pursuant to New York General Obligations Law Section 5-1401.

     This letter is solely for the benefit of the addressees and should not
relied on by any other Person. It is rendered solely in connection with the
Transactions. It may not be quoted, in whole or in part, or otherwise referred
to or used by you for any purpose, nor may copies hereof be

delivered to any other Person (except to parties involved in the Transactions
and their counsel as part of the closing set related to the Transactions)
without our prior written consent. The information set forth in this letter is
as of the date of this letter, and we undertake no obligation or responsibility
to update or supplement this letter or the opinions contained herein in response
to, or to make you aware of, changes in the law or events that occur, or
information that arises, after the date of this letter that, in any such case,
may affect the transactions contemplated by the Agreements. Nothing in this
letter should be construed as relating to any matter other than the
Transactions.

                                Very truly yours,

                                    EXHIBIT D

                                      None