FORM OF UNDERWRITING AGREEMENT


                        CAPMARK MORTGAGE SECURITIES INC.

                                  $[      ](1)

             MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 200[ ]-C[ ]
  CLASS A-1, CLASS A-1D, CLASS A-1A, CLASS A-2, CLASS A-3, CLASS A-4, CLASS XP,
           CLASS A-M, CLASS A-J, CLASS B, CLASS C, CLASS D AND CLASS E

                                                                          [DATE]

Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Capmark Securities Inc.
401 Manhattan Beach Boulevard, Suite B
Manhattan Beach, California 90266

Ladies and Gentlemen:

      Capmark Mortgage Securities Inc., a Delaware corporation (the "Company"),
proposes to sell to the Underwriters named in Schedule I hereto (the
"Underwriters"), the respective classes of Mortgage Pass-Through Certificates,
Series 200[ ]-C[ ], that are identified on Schedule I, in each case, having the
initial aggregate stated principal amount (a "Class Principal Balance"), or with
respect to the Class XP Certificates, the initial aggregate notional principal
amount (the "Class Notional Amount"), and initial pass-through rate set forth on
Schedule I (such Certificates, the "Underwritten Certificates"). The Class A-1,
Class A-1D, Class A-1A, Class A-2, Class A-3, Class A-4, Class XP, Class A-M,
Class A-J, Class B, Class C, Class D and Class E Certificates, together with the
Class XP, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class O, Class P, Class Q, Class S, Class R-I, Class R-II and Class R-III
Certificates issued therewith (collectively, the "Certificates"), will evidence
the entire interest in the Trust Fund (as defined in the Pooling and Servicing
Agreement referred to below) consisting primarily of a pool of multifamily and
commercial mortgage loans as described in the Prospectus Supplement (as
hereinafter defined) to be sold by the Company.

      The Certificates will be issued under a pooling and servicing agreement
(the "Pooling and Servicing Agreement") to be dated as of [      ], 200[ ] among
the Company, as depositor, Capmark Finance Inc. ("Capmark Finance"), as master
servicer (in such capacity, the "Master Servicer") and serviced whole loan
paying agent, Capmark Finance, as special servicer (in such capacity, the
"Special Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The

___________________________

(1) Includes original principal amounts only. The Class XP Certificates will
have an approximate original notional amount of $[      ].




Certificates are described in the Base Prospectus and the Prospectus Supplement
(each as hereinafter defined) which the Company has furnished to the
Underwriters.

      Certain of the Mortgage Loans (the "Capmark Finance Mortgage Loans") will
be acquired by the Company from Capmark Finance pursuant to a mortgage loan
purchase agreement, dated as of [ ], 200[ ] (the "Capmark Finance Mortgage Loan
Purchase Agreement"), between the Company and Capmark Finance. Certain of the
Mortgage Loans (the "MSMC Mortgage Loans") will be acquired by the Company from
Morgan Stanley Mortgage Capital, Inc. ("MSMC") pursuant to a mortgage loan
purchase agreement, dated as of [    ], 200[ ] (the "MSMC Mortgage Loan Purchase
Agreement"), between the Company and MSMC. Certain of the Mortgage Loans (the
"GACC Mortgage Loans") will be acquired by the Company from German American
Capital Corporation ("GACC") pursuant to a mortgage loan purchase agreement,
dated as of [      ], 200[ ] (the "GACC Mortgage Loan Purchase Agreement"),
between the Company and GACC.

      The Capmark Finance Mortgage Loans, the MSMC Mortgage Loans and the GACC
Mortgage Loans together are referred to herein as the "Mortgage Loans" Capmark
Finance, MSMC and GACC are collectively referred to herein as the "Mortgage Loan
Sellers." The Capmark Finance Mortgage Loan Purchase Agreement, the MSMC
Mortgage Loan Purchase Agreement and the GACC Mortgage Loan Purchase Agreement
are collectively referred to herein as the "Purchase Agreements." The "Cut-off
Date" with respect to each Mortgage Loan shall be the due date for such Mortgage
Loan in [   ], 200[ ].

      SECTION 1. Representations, Warranties, and Covenants.

            SECTION 1.1 The Company represents and warrants to, and agrees with
      the Underwriters that:

              (a)   The Company has filed with the Securities and Exchange
          Commission (the "Commission") a registration statement (No. 333-[ ])
          on Form S-3 for the registration under the Securities Act of 1933, as
          amended (the "Securities Act"), of Mortgage Pass-Through Certificates
          (issuable in series), including the Certificates, which registration
          statement has become effective, and a copy of which, as amended to the
          date hereof, has heretofore been delivered to the Underwriters. The
          Company proposes to file with the Commission pursuant to Rule 424(b)
          under the rules and regulations of the Commission under the Securities
          Act (the "Securities Act Regulations") a prospectus supplement (the
          "Prospectus Supplement"), to supplement the prospectus dated [      ],
          200[ ] (the "Base Prospectus"), relating to the Certificates and the
          method of distribution thereof. Such registration statement (No.
          333-[ ]) including exhibits thereto and any information incorporated
          therein by reference, as amended at the date hereof, is hereinafter
          called the "Registration Statement", and the Base Prospectus and the
          Prospectus Supplement and any information incorporated therein by
          reference (including, without limitation, and only for purposes of
          clarification, any information filed with the Commission pursuant to a
          Current Report on Form 8-K), together with any amendment thereof or
          supplement thereto authorized by the Company on or prior to the
          Closing Date for use in connection with the offering of the
          Certificates, are hereinafter called the "Prospectus".


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              (b)   The Registration Statement has become effective, and the
          Registration Statement as of the Effective Date (as defined in this
          paragraph) and the Prospectus, as of the date of the Prospectus
          Supplement, complied in all material respects with the applicable
          requirements of the Securities Act and the Securities Act Regulations;
          and the Registration Statement, as of the Effective Date, did not
          contain any untrue statement of a material fact and did not omit to
          state any material fact required to be stated therein or necessary to
          make the statements therein not misleading; and the Issuer Free
          Writing Prospectus (as defined herein) as of its date did not and at
          all times prior to the date of the Prospectus Supplement did not, and
          the Prospectus, as of the date of the Prospectus Supplement did not
          and as of the Closing Date will not, contain an untrue statement of a
          material fact and did not and will not omit to state a material fact
          necessary in order to make the statements therein, in the light of the
          circumstances under which they were made, not misleading; provided,
          however, that neither the Company nor Capmark Finance makes any
          representations or warranties as to (i) any Underwriter Prepared
          Issuer FWP except to the extent of any information therein that
          constitutes Pool Information (as defined herein) or is Issuer
          Information that is contained in, and was accurately extracted from,
          the Issuer Free Writing Prospectus (provided, however, that the
          Company makes no representation as to any such Issuer Information that
          was extracted from the Issuer Free Writing Prospectus if the
          Underwriter Prepared Issuer FWP omitted other material Issuer
          Information from the Issuer Free Writing Prospectus that would have
          corrected such error or omission) or (ii) any information contained in
          or omitted from the Registration Statement, the Issuer Free Writing
          Prospectus or the Prospectus or any amendment thereof or supplement
          thereto that is Excluded Information (as defined herein); provided,
          further, that neither the Company nor Capmark Finance makes any
          representations or warranties as to any information contained in or
          omitted from the portions of the Issuer Free Writing Prospectus or the
          Prospectus identified by underlining or other highlighting as shown in
          Exhibit B (the "Underwriter Information"); provided, further, that,
          solely with respect to the sale of the Certificates under this
          Agreement, neither the Company nor, except as contemplated by Section
          1.2(a), Capmark Finance, makes any representations or warranties as to
          any information contained in or omitted from the Issuer Free Writing
          Prospectus or the Prospectus Supplement, or Annex A or Annex B to the
          Issuer Free Writing Prospectus or the Prospectus Supplement, or the
          Diskette, insofar as such information relates to (w) the Mortgage Loan
          Sellers, (x) the Mortgage Loans, the [     ] Whole Loan, the [   ]
          Whole Loan, the [    ] Whole Loan or [ ] Whole Loan (as defined in the
          Prospectus Supplement) or the Mortgaged Properties related thereto,
          (y) any intercreditor agreement(s) relating to the Mortgage Loans, the
          [  ] Portfolio Whole Loan, the [      ] Whole Loan, the [      ] Whole
          Loan or [  ] Whole Loan or (z) the [      ] Pooling and Servicing
          Agreement (as defined in the Prospectus Supplement) (such information
          described in the foregoing clauses (w), (x), (y) and (z), the
          "Mortgage Loan Seller Information"), other than that the Mortgage Loan
          Seller Information (exclusive of the Loan Detail (as defined herein)
          and the information on the Diskette (as defined herein)) that
          represents a restatement or aggregation of the information on the Loan
          Detail, accurately reflects the information contained in the Loan
          Detail; provided, further, that neither the Company nor


                                       -3-



          Capmark Finance makes any representations or warranties with respect
          to the Diskette or Term Sheet Diskette to the extent that the
          information set forth in the Diskette is different than the
          information set forth in the Loan Detail or the information set forth
          in the Term Sheet Diskette is different than the information set forth
          in the Term Sheet Master Tape. Neither the Company nor, except as
          contemplated by Section 1.2(a), Capmark Finance makes any
          representations or warranties, however, as to the accuracy or
          completeness of any information in the Loan Detail. The Company
          acknowledges that, except for the Term Sheet FWP, the Underwriter
          Information constitutes the only information furnished in writing by
          or on behalf of any Underwriter for use in connection with the
          preparation of the Registration Statement, the Issuer Free Writing
          Prospectus or the Prospectus, and the Underwriters confirm that the
          Underwriter Information is correct. The "Effective Date" shall mean
          the earlier of the date on which the Prospectus Supplement is first
          used and the time of the first Contract of Sale (as defined herein).

          The initial effective date of the Registration Statement was within
          three (3) years of the Closing Date. If the third anniversary of the
          initial effective date of the Registration Statement occurs within six
          months after the Closing Date, the Company will use its best efforts
          to take such action as may be necesssary or appropriate to permit the
          public offering and sale of the Certificates as contemplated
          hereunder.

                (i)     "ABS Informational and Computational Materials" shall
            have the meaning given such term in Item 1101 of Regulation AB.

                (ii)    "Contract of Sale" has the same meaning as in Rule 159
            of the Securities Act Regulations and all Commission guidance
            relating to Rule 159.

                (iii)   "Diskette" shall mean the diskette attached to the
            Prospectus.

                (iv)    "Excluded Information" shall mean, with respect to (x)
            each of the Registration Statement, the Issuer Free Writing
            Prospectus and the Prospectus, the information identified by
            underlining or other highlighting as shown on Exhibit A, and (y)
            each Underwriter Prepared Issuer FWP and each Underwriter FWP, all
            information contained therein which is restated in, or is corrected
            and superseded by, the Issuer Free Writing Prospectus.

                (v)     "Free Writing Prospectus" shall have the meaning given
            such term in Rules 405 and 433 of the Securities Act Regulations.

                (vi)    "Issuer Free Writing Prospectus" shall mean the Free
            Writing Prospectus dated [    ], 200[ ] entitled "Free Writing
            Prospectus to Accompany Prospectus dated [     ], 200[ ]", as filed
            with the Commission on [ ], 200[ ], as supplemented and superseded
            in part by the Free Writing Prospectus entitled "CMBS: Capmark
            200[ ]-C[ ] Updated Annex A" as filed on [     ], 200[ ] with the
            Commission.


                                       -4-



                (vii)   "Issuer Information" shall mean any information of the
            type specified in clauses (1) - (5) of footnote 271 of Commission
            Release No. 33-8591 (Securities Offering Reform), other than
            Underwriter Derived Information. Consistent with such definition,
            "Issuer Information" shall not be deemed to include any information
            in a Free Writing Prospectus solely by reason of the Company's
            review of the materials pursuant to Section 4.4(e) below and,
            consistent with Securities Offering Reform Questions and Answers,
            November 30, 2005 promulgated by the staff of the Commission,
            "Issuer Information" shall not be deemed to include any information
            in a Free Writing Prospectus solely by reason that the Underwriters
            have agreed not to use such Free Writing Prospectus without consent
            of the Company.

                (viii)  "Loan Detail" means the information set forth on the
            pages between A-[ ] and A-[ ], inclusive of Annex A to the
            Prospectus Supplement.

                (ix)    "Pool Information" means the compilation of information
            and data regarding the Mortgage Loans covered by the final Agreed
            Upon Procedures Letter dated [ ], 200[ ] and rendered by Deloitte &
            Touche, L.L.P.

                (x)     "Term Sheet Diskette" shall mean the diskette, if any,
            attached to the Term Sheet FWP.

                (xi)    "Term Sheet FWP" shall mean the Free Writing Prospectus
            entitled "Structural and Collateral Term Sheet" which appears as
            Annex C to the Issuer Free Writing Prospectus.

                (xii)   "Term Sheet Master Tape" shall mean the tape provided by
            Capmark Finance that was used to create the Term Sheet Diskette.

                (xiii)  "Underwriter Derived Information" shall refer to
            information of the type described in clause (5) of footnote 271 of
            Commission Release No. 33-8591 (Securities Offering Reform) when
            prepared by the Underwriters, including traditional computational
            and analytical materials prepared by the Underwriters.

                (xiv)   "Underwriter FWP" shall mean all Free Writing
            Prospectuses prepared by or on behalf of the Underwriters other than
            any Underwriter Prepared Issuer FWP.

                (xv)    "Underwriter Prepared Issuer FWP" shall mean the Term
            Sheet FWP and any other Free Writing Prospectus prepared by or on
            behalf of the Underwriters that contains any Issuer Information,
            including any Free Writing Prospectus or portion thereof prepared by
            or on behalf of the Underwriters that contains only a description of
            the final terms of the Certificates or of the offering of the
            Certificates.

                (xvi)   "Written Communication" shall have the meaning given
            such term in Rule 405 of the Securities Act Regulations.


                                       -5-



              (c)   The Company has been duly incorporated and is validly
          existing as a corporation in good standing under the laws of the State
          of Delaware and has the requisite corporate power to own its
          properties and to conduct its business as presently conducted by it.

              (d)   This Agreement has been duly authorized, executed and
          delivered by the Company and, assuming due authorization, execution
          and delivery by the Underwriters, constitutes a valid, legal and
          binding obligation of the Company, enforceable against the Company in
          accordance with the terms hereof, subject to (i) applicable
          bankruptcy, insolvency, reorganization, moratorium and other laws
          affecting the enforcement of creditors' rights generally, (ii)
          generally principles of equity, regardless of whether such enforcement
          is considered in a proceeding in equity or at law, and (iii) public
          policy considerations underlying the securities laws, to the extent
          that such public policy considerations limit the enforceability of the
          provisions of this Agreement that purport to provide indemnification
          for securities laws liabilities.

              (e)   As of the Closing Date (as defined herein), the Certificates
          will conform in all material respects to the description thereof
          contained in the Prospectus and the representations and warranties of
          the Company in the Pooling and Servicing Agreement will be true and
          correct in all material respects.

              (f)   The Company was not, as of any date on or after which a bona
          fide offer (as used in Rule 164(h)(2) of the Securities Act
          Regulations) of the Certificate is made, an Ineligible Issuer, as such
          term is defined in Rule 405 of the Securities Act Regulations. The
          Company shall comply with all applicable laws and regulations in
          connection with the use of Free Writing Prospectuses, including but
          not limited to Rules 164 and 433 of the Securities Act Regulations and
          all Commission guidance relating to Free Writing Prospectuses,
          including but not limited to Commission Release No. 33-8591.

            SECTION 1.2 Capmark Finance represents and warrants to and agrees
      with you that:

              (a)   the Closing Date, the representations and warranties of
          Capmark Finance in the Pooling and Servicing Agreement and in Section
          4(b) of the Capmark Finance Mortgage Loan Purchase Agreement will be
          true and correct in all material respects.

              (b)   This Agreement has been duly authorized, executed and
          delivered by Capmark Finance and, assuming the due authorization,
          execution and delivery by the Underwriters, constitutes a valid, legal
          and binding obligation of Capmark Finance, enforceable against Capmark
          Finance in accordance with the terms hereof, subject to (i) applicable
          bankruptcy, insolvency, reorganization, moratorium and other laws
          affecting the enforcement of creditors' rights generally, (ii) general
          principles of equity, regardless of whether such enforcement is
          considered in a proceeding in equity or at law, and (iii) public
          policy considerations underlying the securities laws


                                       -6-



          to the extent that such public policy considerations limit the
          enforceability of the provisions of this Agreement that purport to
          provide indemnification for securities laws liabilities.

            SECTION 1.3 Each Underwriter represents and warrants to and agrees
      with the Company and Capmark Finance that:

              (a)   With respect to each class of Underwritten Certificates, if
          any, to be issued in authorized denominations of $25,000 or lesser
          initial principal balance or evidencing percentage interests in such
          class of less than 20%, as the case may be, the fair market value of
          all such Underwritten Certificates sold to any single Person on the
          date of initial sale thereof by such Underwriter will not be less than
          $100,000.

              (b)   As of the date hereof and as of the Closing Date, such
          Underwriter has complied with all of its obligations hereunder and all
          Underwriter Prepared Issuer FWP, Underwriter FWP and Underwriter
          Information is accurate in all material respects (taking into account
          the assumptions explicitly set forth in such Underwriter Prepared
          Issuer FWP and Underwriter FWP, except to the extent of any errors
          therein that are caused by errors or omissions in the Pool
          Information) and include all assumptions material to the preparation
          thereof. The Term Sheet FWP and the other Underwriter Prepared Issuer
          FWP, if any, provided by such Underwriter to the Company constitute a
          complete set of all Underwriter Prepared Issuer FWP delivered by such
          Underwriter to any prospective investors that are required to be filed
          with the Commission.

              (c)   No Contract of Sale was entered into prior to [ ] a.m. on
          [ ], 200[ ].

            SECTION 1.4 Each Underwriter agrees with the Company and Capmark
      Finance that it will cause the Person(s) acquiring the Residual
      Certificates on the Closing Date, to execute and deliver, the Transfer
      Affidavit and Agreement referred to in Section 5.02 of the Pooling and
      Servicing Agreement, substantially in the form of Exhibit C-1 to the
      Pooling and Servicing Agreement.

      SECTION 2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, the actual principal
amounts (or with respect to the Class XP Certificates, the actual notional
principal amount) or percentage interests set forth in Schedule I hereto in the
respective classes of Underwritten Certificates at a price for each such class
set forth in Schedule I hereto. There will be added to the purchase prices of
the Underwritten Certificates an amount equal to interest accrued thereon from
[    ], 200[ ] to but not including the Closing Date.

      SECTION 3. Delivery and Payment. Delivery of and payment for the
Underwritten Certificates shall be made at the offices of Orrick, Herrington &
Sutcliffe LLP, New York, New York 10103 at 10:00 a.m., New York City time, on
[    ], 200[ ] or such later date as the Underwriters shall designate, which
date and time may be postponed by agreement between the Underwriters and the
Company (such date and time of delivery and payment for the


                                       -7-



Underwritten Certificates being herein called the "Closing Date"). Delivery of
the Underwritten Certificates (also referred to herein as the "DTC Registered
Certificates") shall be made to the respective accounts of the Underwriters
through DTC, in each case against payment by the Underwriters to or upon the
order of each Mortgage Loan Seller by wire transfer in immediately available
funds of the amount that has been agreed to by each such Mortgage Loan Seller
and the Company (net of certain expenses, which will be paid by the Underwriters
on behalf of the Company). As a further condition to the delivery of the DTC
Registered Certificates, each Underwriter shall have furnished by telephonic
notice to the applicable Mortgage Loan Seller the federal reference number for
the related wire transfer to such Mortgage Loan Seller and shall have furnished
to the Company each such federal reference number as soon as practicable after
such federal reference number becomes available.

      SECTION 4. Offering by Underwriters.

            SECTION 4.1 It is understood that the Underwriters propose to offer
      the Underwritten Certificates for sale to the public as set forth in the
      Prospectus, and the Underwriters agree that all offers and sales by the
      Underwriters shall be made in compliance with all applicable laws and
      regulations. Prior to the date of the first Contract of Sale made based on
      the Issuer Free Writing Prospectus, the Underwriters have not pledged,
      sold, disposed of or otherwise transferred any Certificate or any interest
      in any Certificate. It is further understood that the Company, in reliance
      upon a no-filing letter from the Attorney General of the State of New York
      granted pursuant to Policy Statement 105, has not and will not file an
      offering statement pursuant to Section 352-e of the General Business Law
      of the State of New York with respect to the Underwritten Certificates. As
      required by Policy Statement 105, each Underwriter therefore covenants and
      agrees with the Company that sales of the Underwritten Certificates made
      by such Underwriter in and from the State of New York will be made only to
      institutional investors within the meaning of Policy Statement 105.

            SECTION 4.2 It is understood that the Underwriters will solicit
      offers to purchase the Certificates as follows:

              (a)   Prior to the time the Underwriters have received the Issuer
          Free Writing Prospectus, the Underwriters may, in compliance with the
          provisions of this Agreement, solicit offers to purchase Certificates;
          provided, that the Underwriters shall not accept any such offer to
          purchase a Certificate or any interest in any Certificate or otherwise
          enter into any Contract of Sale for any Certificate or any interest in
          any Certificate prior to its conveyance of the Issuer Free Writing
          Prospectus to the investor.

              (b)   Any Written Communication relating to the Certificates made
          by an Underwriter in compliance with the terms of this Agreement prior
          to the time such Underwriter has entered into a Contract of Sale for
          Certificates with the recipient shall prominently set forth the
          following statements (or substantially similar statements approved by
          the Company):


                                       -8-



                    The information in this free writing prospectus, if conveyed
                    prior to the time of your contractual commitment to purchase
                    any of the Certificates, supersedes any information
                    contained in any prior similar materials relating to the
                    Certificates. The information in this free writing
                    prospectus is preliminary, and is subject to completion or
                    change. This free writing prospectus is being delivered to
                    you solely to provide you with information about the
                    offering of the Certificates referred to in this free
                    writing prospectus and to solicit an offer to purchase the
                    Certificates, when, as and if issued. Any such offer to
                    purchase made by you will not be accepted and will not
                    constitute a contractual commitment by you to purchase any
                    of the Certificates, until we have accepted your offer to
                    purchase Certificates.

                    The Certificates referred to in these materials are being
                    sold when, as and if issued. The issuer is not obligated to
                    issue such Certificates or any similar security and the
                    underwriter's obligation to deliver such Certificates is
                    subject to the terms and conditions of the underwriting
                    agreement with the issuer and the availability of such
                    Certificates when, as and if issued by the issuer. You are
                    advised that the terms of the Certificates, and the
                    characteristics of the mortgage loan pool backing them, may
                    change (due, among other things, to the possibility that
                    mortgage loans that comprise the pool may become delinquent
                    or defaulted or may be removed or replaced and that similar
                    or different mortgage loans may be added to the pool, and
                    that one or more classes of Certificates may be split,
                    combined or eliminated), at any time prior to issuance or
                    availability of a final prospectus. You are advised that
                    Certificates may not be issued that have the characteristics
                    described in these materials. The underwriter's obligation
                    to sell such Certificates to you is conditioned on the
                    mortgage loans and Certificates having the characteristics
                    described in these materials. If for any reason the issuer
                    does not deliver such Certificates, the underwriter will
                    notify you, and neither the issuer nor any underwriter will
                    have any obligation to you to deliver all or any portion of
                    the Certificates which you have committed to purchase, and
                    none of the issuer nor any underwriter will be liable for
                    any costs or damages whatsoever arising from or related to
                    such non-delivery.

            SECTION 4.3 It is understood that no Underwriter has entered into or
      will enter into a Contract of Sale with any investor until the Issuer Free
      Writing Prospectus has been conveyed to the investor with respect to the
      Certificates which are the subject of such Contract of Sale.

            SECTION 4.4 It is understood that the Underwriters may prepare and
      provide to prospective investors certain Free Writing Prospectuses,
      subject to the following conditions:


                                       -9-



              (a)   Unless preceded or accompanied by a prospectus satisfying
          the requirements of Section 10(a) of the Act, the Underwriters shall
          not convey or deliver any Written Communication to any person in
          connection with the initial offering of the Certificates, unless such
          Written Communication (i) is made in reliance on Rule 134 under the
          Act, (ii) constitutes a prospectus satisfying the requirements of Rule
          430B under the Act or (iii) constitutes a Free Writing Prospectus (as
          defined in Section 1.1(b) above) consisting solely of (x) information
          of a type included within the definition of ABS Informational and
          Computational Materials or (y) information accurately extracted from
          the Issuer Free Writing Prospectus and included in any Underwriter
          Prepared Issuer FWP or any Underwriter FWP.

              (b)   The Underwriters shall comply with all applicable laws and
          regulations in connection with the use of Free Writing Prospectuses,
          including but not limited to Rules 164 and 433 of the Securities Act
          Regulations and all Commission guidance relating to Free Writing
          Prospectuses, including but not limited to Commission Release No.
          33-8591.

              (c)   It is understood and agreed that all information provided by
          the Underwriters to or through Bloomberg or Intex or similar entities
          for use by prospective investors, or imbedded in any CDI file provided
          to prospective investors, or in any email or other electronic message
          provided to prospective investors, to the extent constituting a Free
          Writing Prospectus, shall be deemed for purposes of this Agreement to
          be an Underwriter FWP or Underwriter Prepared Issuer FWP, as
          applicable. In connection therewith, each Underwriter agrees that it
          shall not provide any information constituting Issuer Information
          through the foregoing media unless (i) such information is contained
          either in the Issuer Free Writing Prospectus or an Underwriter
          Prepared Issuer FWP in compliance with Section 4.4(e) or (ii) to the
          extent such information consists of the terms of the Certificates, the
          final version of the terms of the Certificates is contained either in
          the Issuer Free Writing Prospectus or in an Underwriter Prepared
          Issuer FWP in compliance with Section 4.4(e).

              (d)   All Free Writing Prospectuses provided to prospective
          investors, whether or not filed with the Commission, shall bear a
          legend including the following statement (or a substantially similar
          statement approved by the Company):

                    "THE DEPOSITOR HAS FILED A REGISTRATION STATEMENT (INCLUDING
                    A PROSPECTUS) WITH THE SECURITIES AND EXCHANGE COMMISSION
                    (THE SEC) FOR THE OFFERING TO WHICH THIS COMMUNICATION
                    RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS
                    IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS THE
                    DEPOSITOR HAS FILED WITH THE SEC FOR MORE COMPLETE
                    INFORMATION ABOUT THE DEPOSITOR AND THE OFFERING. YOU MAY
                    GET THESE DOCUMENTS AT NO CHARGE BY VISITING EDGAR ON THE
                    SEC WEB SITE AT WWW.SEC.GOV. ALTERNATIVELY, THE DEPOSITOR,
                    ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE


                                      -10-



                    OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS AT NO
                    CHARGE IF YOU REQUEST IT BY CALLING TOLL-FREE 1-
                    8[XX-XXX-XXXX] OR VIA EMAIL AT ______________.

          Each of the Company and the Underwriters shall have the right to
          request additional specific legends or notations to appear on any Free
          Writing Prospectus and shall have the right to require changes
          regarding the use of terminology and the right to determine the types
          of information appearing therein with the approval of the other (which
          shall not be unreasonably withheld).

              (e)   The Underwriters shall deliver to the Company and its
          counsel (in such format as reasonably required by the Company), prior
          to the proposed date of first use thereof (unless such timing
          requirement is waived by the Company), any Underwriter Prepared Issuer
          FWP. To facilitate filing to the extent required by Section 5.10 or
          5.11, as applicable, all Underwriter Derived Information shall be set
          forth in a document separate from any Underwriter Prepared Issuer FWP
          including Issuer Information. Notwithstanding the foregoing, the
          Underwriters shall not be required to deliver an Underwriter Prepared
          Issuer FWP to the extent that it does not contain substantive changes
          from or additions to any Underwriter Prepared Issuer FWP previously
          approved by the Company. In the event that the Underwriters use any
          Underwriter Prepared Issuer FWP without complying with the foregoing
          requirements, that Underwriter Prepared Issuer FWP shall be deemed to
          be an Underwriter FWP for purposes of Section 7.1 and 7.2.

              (f)   The Underwriters shall provide the Company with a letter
          from Deloitte & Touche LLP, certified public accountants, prior to the
          Closing Date, satisfactory in form and substance to the Company,
          Capmark Finance and their respective counsels and the Underwriters, to
          the effect that such accountants have performed certain specified
          procedures, all of which have been agreed to by the Company and the
          Underwriters, as a result of which they determined that certain
          information of an accounting, financial or statistical nature that is
          included in any Underwriter Prepared Issuer FWP, other than any Pool
          Information therein, is accurate except as to such matters that are
          not deemed by the Company and the Underwriters to be material. The
          foregoing letter shall be at the expense of the Underwriters.

              (g)   None of the information in any Free Writing Prospectus may
          conflict with the information then contained in the Registration
          Statement or any prospectus or prospectus supplement that is a part
          thereof.

              (h)   The Company shall not be obligated to file any Issuer Free
          Writing Prospectus that has been determined to contain any material
          error or omission unless such Issuer Free Writing Prospectus has been
          provided to a prospective investor, in which case, the Underwriters
          shall cooperate with the Company to prepare a corrective Issuer Free
          Writing Prospectus that the Underwriters will provide to any such
          prospective investor and the Company shall file to the extent required
          herein. In


                                      -11-



          the event that the Underwriters become aware that, as of the date on
          which an investor entered into a Contract of Sale, any Free Writing
          Prospectus prepared by or on behalf of the Underwriters and delivered
          to such investor contained any untrue statement of a material fact or
          omitted to state a material fact necessary in order to make the
          statements contained therein, in light of the circumstances under
          which they were made, not misleading (such Free Writing Prospectus, a
          "Defective Free Writing Prospectus"), the Underwriters shall notify
          the Company thereof as soon as practical but in any event within one
          business day after discovery.

              (i)   If the Underwriters do not provide any Free Writing
          Prospectuses to the Company pursuant to subsection (e) above, the
          Underwriters shall be deemed to have represented, as of the Closing
          Date, that they did not provide any prospective investors with any
          information in written or electronic form in connection with the
          offering of the Certificates that would constitute an Underwriter
          Prepared Issuer FWP.

              (j)   In the event of any delay in the delivery by the
          Underwriters to the Company of any Underwriter Prepared Issuer FWP
          required to be delivered in accordance with subsection (e) above, or
          in the delivery of the accountant's comfort letter in respect thereof
          pursuant to subsection (f) above, the Company shall have the right to
          delay the release of the Prospectus to investors or to the
          Underwriters, to delay the Closing Date and to take other appropriate
          actions in each case as necessary in order to allow the Company to
          comply with its agreement set forth in Section 5.10 to file such
          Underwriter Prepared Issuer FWP by the time specified therein.

              (k)   Each Underwriter represents that it has in place, and
          covenants that it shall maintain, internal controls and procedures
          which it reasonably believes to be sufficient to ensure full
          compliance with all applicable legal requirements of the Securities
          Act Regulations with respect to the generation and use of Free Writing
          Prospectuses in connection with the offering of the Certificates. In
          addition, each Underwriter shall, for a period of at least three years
          after the date hereof, maintain written and/or electronic records of
          the following:

                 (i)     any Free Writing Prospectus used by the Underwriter to
            solicit offers to purchase Certificates to the extent not filed with
            the Commission;

                 (ii)    regarding each Free Writing Prospectus delivered by the
            Underwriter to an investor, the date of such delivery and identity
            of such investor; and

                 (iii)   regarding each Contract of Sale entered into by such
            Underwriter, the date, identity of the investor and the terms of
            such Contract of Sale, as set forth in the related confirmation of
            trade.

              (l)   Each Underwriter covenants with the Company that after the
          final Prospectus is available the Underwriter shall not distribute any
          written information concerning the Certificates to a prospective
          investor unless such information is


                                      -12-



          preceded or accompanied by the final Prospectus. It is understood and
          agreed that the use of written information in accordance with the
          preceding sentence is not a Free Writing Prospectus and is not
          otherwise restricted or governed in any way by this Agreement.

            SECTION 4.5 Each Underwriter further agrees that, on or prior to the
      sixth day after the Closing Date, it shall provide the Company with a
      certificate, substantially in the form of Exhibit C attached hereto,
      setting forth (i) in the case of each class of Underwritten Certificates,
      (a) if less than 10% of the aggregate actual principal balance of such
      class of Underwritten Certificates has been sold to the public as of such
      date, the value calculated pursuant to clause (b)(iii) of Exhibit C
      hereto, or (b) if 10% or more of such class of Underwritten Certificates
      has been sold to the public as of such date but no single price is paid
      for at least 10% of the aggregate actual principal balance of such class
      of Underwritten Certificates, then the weighted average price at which the
      Underwritten Certificates of such class were sold expressed as a
      percentage of the aggregate actual principal balance of such class of
      Underwritten Certificates sold, or (c) the first single price at which at
      least 10% of the aggregate actual principal balance of such class of
      Underwritten Certificates was sold to the public, (ii) the prepayment
      assumption used in pricing each class of Underwritten Certificates, and
      (iii) such other information as to matters of fact as the Company may
      reasonably request to enable it to comply with its reporting requirements
      with respect to each class of Underwritten Certificates to the extent such
      information can in the good faith judgment of such Underwriter be
      determined by it.

            SECTION 4.6 Each Underwriter agrees that (i) if the Prospectus is
      not delivered with the confirmation in reliance on Rule 172, it will
      include in every confirmation sent out the notice required by Rule 173
      informing the investor that the sale was made pursuant to the Registration
      Statement and that the investor may request a copy of the Prospectus from
      the Underwriter; (ii) if a paper copy of the Prospectus is requested by a
      person who receives a confirmation, the Underwriter shall deliver a
      printed or paper copy of such Prospectus; and (iii) if an electronic copy
      of the Prospectus is delivered by the Underwriter for any purpose, such
      copy shall be the same electronic file containing the Prospectus in the
      identical form transmitted electronically to the Underwriter by or on
      behalf of the Company specifically for use by the Underwriter pursuant to
      this Section 4.6; for example, if the Prospectus is delivered to the
      Underwriter by or on behalf of the Company in a single electronic file in
      pdf format, then the Underwriter will deliver the electronic copy of the
      Prospectus in the same single electronic file in pdf format. Each
      Underwriter further agrees that (i) if it delivers to an investor the
      Prospectus in pdf format, upon the Underwriter's receipt of a request from
      the investor within the period for which delivery of the Prospectus is
      required, the Underwriter will promptly deliver or cause to be delivered
      to the investor, without charge, a paper copy of the Prospectus and (ii)
      it will provide to the Company any Underwriter Prepared Issuer FWP, or
      portions thereof, which the Company is required to file with the
      Commission in electronic format and will use reasonable efforts to provide
      to the Company such Underwriter Prepared Issuer FWP, or portions thereof,
      in either Microsoft Word(R) or Microsoft Excel(R) format and not in a pdf,
      except to the extent that the Company, in its sole discretion, waives such
      requirements.


                                      -13-



      SECTION 5. Agreements. The Company agrees with the several Underwriters
that:

            SECTION 5.1 Before amending or supplementing the Registration
      Statement or the Prospectus with respect to the Underwritten Certificates,
      the Company will furnish the Underwriters with a copy of each such
      proposed amendment or supplement.

            SECTION 5.2 The Company will cause the Prospectus Supplement to be
      transmitted to the Commission for filing pursuant to Rule 424(b) under the
      Securities Act by means reasonably calculated to result in filing with the
      Commission pursuant to said rule.

            SECTION 5.3 If, during the period after the first date of the public
      offering of the Underwritten Certificates in which a prospectus relating
      to the Underwritten Certificates is required to be delivered under the
      Securities Act, any event occurs as a result of which it is necessary to
      amend or supplement the Prospectus, as then amended or supplemented, in
      order to make the statements therein, in the light of the circumstances
      when the Prospectus is delivered to a purchaser, not misleading, or if it
      shall be necessary to amend or supplement the Prospectus to comply with
      the Securities Act or the Securities Act Regulations, the Company promptly
      will prepare and furnish, at its own expense, to the Underwriters, either
      amendments or supplements to the Prospectus so that the statements in the
      Prospectus as so amended or supplemented will not, in the light of the
      circumstances when the Prospectus is delivered to a purchaser, be
      misleading or so that the Prospectus will comply with law.

            SECTION 5.4 If the Company or the Underwriters determine or become
      aware that any Written Communication (including without limitation the
      Issuer Free Writing Prospectus) or oral statement (when considered in
      conjunction with all information conveyed at the time of Contract of Sale)
      contains an untrue statement of material fact or omits to state a material
      fact necessary to make the statements, in light of the circumstances under
      which they were made, not misleading at the time that a Contract of Sale
      was entered into, either the Company or the Underwriters may prepare
      corrective information with notice to the other parties, and the
      Underwriters shall deliver such information in a manner reasonably
      acceptable to both parties, to any person with whom a Contract of Sale was
      entered into, and such information shall provide any such person with the
      following:

              (a)   Adequate disclosure of the contractual arrangement;

              (b)   Adequate disclosure of the person's rights under the
          existing Contract of Sale at the time termination is sought;

              (c)   Adequate disclosure of the new information that is necessary
          to correct the misstatements or omissions in the information given at
          the time of the original Contract of Sale; and

              (d)   A meaningful ability to elect to terminate or not terminate
          the prior Contract of Sale and to elect to enter into or not enter
          into a new Contract of Sale.


                                      -14-



Any costs incurred to the investor in connection with any such termination or
reformation shall be subject to Sections 7.1 and 7.2, as applicable.

            SECTION 5.5 The Company will furnish to the Underwriters, without
      charge, a copy of the Registration Statement (including exhibits thereto)
      and, so long as delivery of a prospectus by an underwriter or dealer may
      be required by the Securities Act, as many copies of the Prospectus, any
      documents incorporated by reference therein, and any amendments and
      supplements thereto as the Underwriters may reasonably request; provided,
      however, that if the Prospectus is not delivered with the confirmation in
      reliance on Rule 172, the Underwriters will provide the notice specified
      in Section 4.6 in every confirmation and will deliver a paper copy of the
      prospectus to those investors that request a paper copy thereof.

            SECTION 5.6 The Company agrees, so long as the Underwritten
      Certificates shall be outstanding, or until such time as the several
      Underwriters shall cease to maintain a secondary market in the
      Certificates, whichever first occurs, to deliver to the Underwriters the
      annual statement as to compliance delivered to the Company and the Trustee
      pursuant to Section 12.07 of the Pooling and Servicing Agreement and the
      annual attestation of a firm of independent public accountants furnished
      to the Company and the Trustee pursuant to Section 12.09 of the Pooling
      and Servicing Agreement, as soon as such statements are furnished to the
      Company.

            SECTION 5.7 The Company will endeavor to arrange for the
      qualification of the Underwritten Certificates for sale under the laws of
      such jurisdictions as the Underwriters may reasonably designate and will
      maintain such qualification in effect so long as required for the initial
      distribution of the Underwritten Certificates; provided, however, that the
      Company shall not be required to qualify to do business in any
      jurisdiction where it is not now so qualified or to take any action that
      would subject it to general or unlimited service of process in any
      jurisdiction where it is not now so subject.

            SECTION 5.8 Except as herein provided, the several Underwriters
      shall be responsible only for paying all costs and expenses incurred by
      them, including the fees and disbursements of their counsel, in connection
      with the purchase and sale of the Underwritten Certificates.

            SECTION 5.9 If, during the period after the Closing Date in which a
      prospectus relating to the Underwritten Certificates is required to be
      delivered under the Securities Act, the Company receives notice that a
      stop order suspending the effectiveness of the Registration Statement or
      preventing the offer and sale of the Underwritten Certificates is in
      effect, the Company will advise the Underwriters of the issuance of such
      stop order.

            SECTION 5.10 The Company shall file the Issuer Free Writing
      Prospectus, and any Underwriter Prepared Issuer FWP provided to it by the
      Underwriters under Section 4.4, not later than the date of first use
      thereof, except that:

              (a)   the Issuer Free Writing Prospectus or Underwriter Prepared
          Issuer FWP or portion thereof otherwise required to be filed that
          contains only (1) a


                                      -15-



          description of the final terms of the Certificates may be filed by the
          Company within two days of the later of the date such final terms have
          been established for all classes of Certificates and the date of first
          use, and (2) a description of the terms of the Certificates that does
          not reflect the final terms after they have been established for all
          classes of all Certificates is not required to be filed; and

              (b)   if the Issuer Free Writing Prospectus or Underwriter
          Prepared Issuer FWP includes only information of a type included in
          the definition of ABS Informational and Computational Materials, the
          Company shall file the same within the later of two business days
          after the Underwriters first provide this information to investors and
          the date upon which the Company is required to file the Prospectus
          Supplement with the Commission pursuant to Rule 424(b)(3) of the Act.

          provided further, that prior to the filing of any Underwriter Prepared
          Issuer FWP by the Company, the Underwriters must comply with their
          obligations pursuant to Section 4.4 and that the Company shall not be
          required to file any Free Writing Prospectus to the extent such Free
          Writing Prospectus includes information in a Free Writing Prospectus
          or Prospectus previously filed with the Commission or that does not
          contain substantive changes from or additions to a Free Writing
          Prospectus previously filed with the Commission.

            SECTION 5.11 The Underwriters shall file any Underwriter FWP that
      has been distributed by the Underwriters in a manner reasonably designed
      to lead to its broad, unrestricted dissemination within the later of two
      business days after the Underwriters first provide this information to
      investors and the date upon which the Company is required to file the
      Prospectus Supplement with the Commission pursuant to Rule 424(b)(3) of
      the Act or otherwise as required under Rule 433 of the Act; provided,
      however, that the Underwriters shall not be required to file any
      Underwriter FWP to the extent such Underwriter FWP includes information in
      a Free Writing Prospectus or Prospectus previously filed with the
      Commission or that does not contain substantive changes from or additions
      to a Free Writing Prospectus previously filed with the Commission.

            SECTION 5.12 The Company acknowledges and agrees that each
      Underwriter is acting solely in the capacity of an arm's length
      contractual counterparty to the Company with respect to the offering of
      securities contemplated hereby (including in connection with determining
      the terms of the offering) and not as a financial advisor or a fiduciary
      to, or an agent of, the Company or any other person. Additionally, none of
      the Underwriters is advising the Company or any other person as to any
      legal, tax, investment, accounting or regulatory matters in any
      jurisdiction. The Company shall consult with its own advisors concerning
      such matters and shall be responsible for making its own independent
      investigation and appraisal of the transactions contemplated hereby, and
      the Underwriters shall have no responsibility or liability to the Company
      with respect thereto. Any review by the Underwriters of the Company, the
      transactions contemplated hereby or other matters relating to such
      transactions will be performed solely for the benefit of the Underwriters
      and shall not be on behalf of the Company.


                                      -16-



      SECTION 6. Conditions to the Obligations of the Underwriters. The
Underwriters' obligation to purchase the Underwritten Certificates shall be
subject to the following conditions:

            SECTION 6.1 No stop order suspending the effectiveness of the
      Registration Statement shall be in effect, and no proceedings for that
      purpose shall be pending or, to the knowledge of the Company, threatened
      by the Commission; and the Prospectus Supplement shall have been filed or
      transmitted for filing, by means reasonably calculated to result in a
      filing with the Commission pursuant to Rule 424(b) as applicable under the
      Securities Act.

            SECTION 6.2 Since [   ], 200[ ], there shall have been no material
      adverse change (not in the ordinary course of business) in the condition
      of the Company or Capmark Finance.

            SECTION 6.3 The Company shall have delivered to the Underwriters a
      certificate, dated the Closing Date, of the President, a Senior Vice
      President or a Vice President of the Company to the effect that the signer
      of such certificate has examined this Agreement, the Issuer Free Writing
      Prospectus, the Prospectus, the Pooling and Servicing Agreement and
      various other closing documents, and that, to the best of his or her
      knowledge after reasonable investigation:

              (a)   the representations and warranties of the Company in this
          Agreement and in the Pooling and Servicing Agreement are true and
          correct in all material respects; and

              (b)   the Company has, in all material respects, complied with all
          the agreements and satisfied all the conditions on its part to be
          performed or satisfied hereunder at or prior to the Closing Date.

            SECTION 6.4 Capmark Finance shall have delivered to the Underwriters
      a certificate, dated the Closing Date, of the President, a Senior Vice
      President or a Vice President of Capmark Finance to the effect that the
      signer of such certificate has examined the Pooling and Servicing
      Agreement and this Agreement and that, to the best of his or her knowledge
      after reasonable investigation, the representations and warranties of
      Capmark Finance contained in the Pooling and Servicing Agreement and in
      this Agreement are true and correct in all material respects.

            SECTION 6.5 The Underwriters shall have received the opinions of
      Orrick, Herrington & Sutcliffe LLP, special counsel for the Company and
      Capmark Finance, dated the Closing Date as to such matters reasonably
      requested by the Underwriters, the opinion of Elizabeth Kim, Esq.,
      associate counsel for the Company and Capmark Finance dated the Closing
      Date, as to such matters reasonably requested by the Underwriters.

            SECTION 6.6 The Underwriters shall have received from their counsel
      an opinion dated the Closing Date in form and substance reasonably
      satisfactory to the Underwriters.


                                      -17-



            SECTION 6.7 The Underwriters shall have received from Deloitte &
      Touche, L.L.P., certified public accountants, (a) a letter dated the date
      hereof and reasonably satisfactory in form and substance to the
      Underwriters and their counsel, to the effect that they have performed
      certain specified procedures, all of which have been agreed to by you, as
      a result of which they determined that certain information of an
      accounting, financial or statistical nature set forth in the Issuer Free
      Writing Prospectus and the Prospectus Supplement, in each case under the
      captions "Description of the Mortgage Pool," "Description of the
      Certificates" and "Yield and Maturity Considerations", agrees with the
      records of the Company and the Mortgage Loan Sellers excluding any
      questions of legal interpretation and (b) the letter prepared pursuant to
      Section 4.4(e) hereof.

            SECTION 6.8 The respective classes of Underwritten Certificates
      shall have been rated as set forth on Schedule I.

            SECTION 6.9 The Underwriters shall have received, with respect to
      the Trustee, a favorable opinion of counsel, dated the Closing Date,
      addressing the valid existence of such party under the laws of the
      jurisdiction of its organization, the due authorization, execution and
      delivery of the Pooling and Servicing Agreement by such party and, subject
      to standard limitations regarding laws affecting creditors' rights and
      general principles of equity, the enforceability of the Pooling and
      Servicing Agreement against such party. Such opinion may express its
      reliance as to factual matters on representations and warranties made by,
      and on certificates or other documents furnished by officers and/or
      authorized representatives of, parties to this Agreement and the Pooling
      and Servicing Agreement and on certificates furnished by public officials.
      Such opinion may assume the due authorization, execution and delivery of
      the instruments and documents referred to therein by the parties thereto
      other than the party on behalf of which such opinion is being rendered.
      Such opinion may be qualified as an opinion only on the laws of each state
      in which the writer of the opinion is admitted to practice law and the
      federal law of the United States.

            SECTION 6.10 The Underwriters shall have received from Orrick,
      Herrington & Sutcliffe LLP, special counsel to the Company, and from
      Elizabeth Kim, associate counsel, to the Company, reliance letters with
      respect to any opinions delivered to the rating agencies identified on
      Schedule I hereto.

            SECTION 6.11 The Underwriters shall have received from counsel to
      each Mortgage Loan Seller, the opinions substantially to the effect set
      forth in Section 8(e) and (f) of each Mortgage Loan Seller's respective
      Mortgage Loan Purchase Agreement.

            SECTION 6.12 The Company will furnish the Underwriters with
      conformed copies of the above opinions, certificates, letters and
      documents as they reasonably request.

      SECTION 7. Indemnification and Contribution.

            SECTION 7.1 The Company and Capmark Finance, jointly and severally,
      agree to indemnify and hold harmless each Underwriter and each person, if
      any, who controls


                                      -18-



      such Underwriter within the meaning of either Section 15 of the Securities
      Act or Section 20 of the Securities Exchange Act of 1934 (the "Exchange
      Act"), from and against any and all losses, claims, damages and
      liabilities (i) caused by any untrue statement or alleged untrue statement
      of a material fact contained in the Registration Statement for the
      registration of the Underwritten Certificates as originally filed or in
      any amendment thereof or other filing incorporated by reference therein,
      or in the Prospectus or incorporated by reference therein (if used within
      the period set forth in Section 5.3 hereof and as amended or supplemented
      if the Company shall have furnished any amendments or supplements
      thereto), or in the Diskette or caused by any omission or alleged omission
      to state therein a material fact required to be stated therein or
      necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading or (ii) caused by any untrue
      statement or alleged untrue statement of a material fact contained in the
      Issuer Free Writing Prospectus, or any omission or alleged omission to
      state therein a material fact necessary to make the statements therein, in
      light of the circumstances under which they were made, not misleading or
      (iii) caused by any untrue statement of a material fact or alleged untrue
      statement of a material fact contained in any Underwriter Prepared Issuer
      FWP or any Underwriter FWP or any omission or alleged omission to state
      therein a material fact necessary to make the statements therein, in light
      of the circumstances under which they were made, not misleading that was
      in either case caused by any error or omission in the Pool Information or
      in Issuer Information that is contained in the Issuer Free Writing
      Prospectus, except, in the case of clauses (ii) and (iii), insofar as such
      losses, claims, damages, or liabilities are caused by any such untrue
      statement or omission or alleged untrue statement or omission based upon
      any information with respect to which the Underwriters have agreed to
      indemnify the Company pursuant to Section 7.2; provided that the Company
      and Capmark Finance will be liable for any such loss, claim, damage or
      liability that arises out of or is based upon any such untrue statement or
      alleged untrue statement or omission or alleged omission made therein
      relating to the Mortgage Loan Seller Information or Pool Information only
      if and to the extent that (i) any such untrue statement is with respect to
      information regarding the Capmark Finance Mortgage Loans contained in the
      Loan Detail or, to the extent consistent with the Loan Detail, the
      Diskette or (ii) any such untrue statement or alleged untrue statement or
      omission or alleged omission is with respect to information regarding any
      or all of the Mortgage Loan Sellers, any or all of the Mortgage Loans or
      any or all of the Mortgaged Properties related thereto contained in any
      Underwriter Prepared Issuer FWP, the Issuer Free Writing Prospectus or the
      Prospectus Supplement (exclusive of the Loan Detail) (provided that with
      respect to information set forth in Annex B specifically attributed to any
      appraisal for the related Mortgaged Property, only if such information is
      misstated in Annex B), and such information represents a restatement or
      aggregation of information contained in the Loan Detail, or (iii) any such
      untrue statement or alleged untrue statement or omission or alleged
      omission is with respect to information regarding Capmark Finance, the
      Capmark Finance Mortgage Loans, the Seven Springs Village Whole Loan or
      any or all of the Mortgaged Properties related thereto contained in an
      Underwriter Prepared Issuer FWP, the Issuer Free Writing Prospectus or the
      Prospectus Supplement (exclusive of the Loan Detail) (provided that with
      respect to information set forth in Annex B specifically attributed to any
      appraisal for the related Mortgaged Property, only if such information is


                                      -19-



      misstated in Annex B), and such information does not represent a
      restatement or aggregation of information contained in the Loan Detail;
      and provided that none of the Company, Capmark Finance or any Underwriter
      will be liable in any case to the extent that any such loss, claim, damage
      or liability arises out of or is based upon any such untrue statement or
      alleged untrue statement or omission or alleged omission made therein
      relating to the Excluded Information.

            SECTION 7.2 Each Underwriter agrees, severally and not jointly to
      indemnify and hold harmless the Company, Capmark Finance, their respective
      directors or officers and any person who controls the Company or Capmark
      Finance within the meaning of either Section 15 of the Securities Act or
      Section 20 of the Exchange Act from and against any and all losses,
      claims, damages and liabilities (i) caused by any untrue statement or
      alleged untrue statement of material fact contained in the Underwriter
      Information, or any omission or alleged omission to state therein any
      material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were
      made, not misleading, (ii) caused by any untrue statement or alleged
      untrue statement of material fact contained in any Underwriter FWP, or any
      omission or alleged omission to state therein a material fact necessary to
      make the statements therein, in light of the circumstances under which
      they were made, not misleading, (iii) caused by any untrue statement or
      alleged untrue statement of a material fact contained in any Underwriter
      Prepared Issuer FWP, or any omission or alleged omission to state therein
      a material fact necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading, or (iv)
      resulting from the Underwriter's failure to comply with Section 4.3 or
      failure to file any Underwriter FWP required to be filed in accordance
      with Section 5.11; provided, however, that the indemnification set forth
      in clauses (ii) and (iii) of this Section 7.2 shall not apply to the
      extent of any error or omission in any Underwriter FWP or Underwriter
      Prepared Issuer FWP that was caused by any error or omission in (x) any
      Pool Information, (y) the Term Sheet Master Tape or (z) Issuer Information
      that is contained in, and was accurately extracted from, the Issuer Free
      Writing Prospectus, unless such error or omission was corrected in the
      Issuer Free Writing Prospectus (it also being expressly understood and
      agreed that the indemnification set forth in clauses (ii) and (iii) of
      this Section 7.2 shall apply if the Underwriter FWP or Underwriter
      Prepared Issuer FWP omitted other material Issuer Information from the
      Issuer Free Writing Prospectus that would have corrected such error or
      omission); provided, further, that none of the Company, Capmark Finance or
      the Underwriters will be liable in any case to the extent that any such
      loss, claim, damage or liability arises out of or is based upon any such
      untrue statement or alleged untrue statement or omission or alleged
      omission made therein relating to the Excluded Information. In addition,
      the Underwriters agree to indemnify and hold harmless the Company, Capmark
      Finance, their respective directors or officers and any person controlling
      the Company or Capmark Finance against any and all losses, claims,
      damages, liabilities and expenses (including, without limitation,
      reasonable attorneys' fees) caused by, resulting from, relating to, or
      based upon any legend regarding original issue discount on any Certificate
      resulting from incorrect information provided by the Underwriters in the
      certificates described in Section 4.5 hereof.


                                      -20-



            SECTION 7.3 In case any proceeding (including any governmental
      investigation) shall be instituted involving any person in respect of
      which indemnity may be sought pursuant to either Section 7.1 or 7.2, such
      person (the "indemnified party") shall promptly notify the person against
      whom such indemnity may be sought (the "indemnifying party") in writing
      and the indemnifying party, upon request of the indemnified party, shall
      retain counsel reasonably satisfactory to the indemnified party to
      represent the indemnified party and any others the indemnifying party may
      designate in such proceeding and shall pay the reasonable fees and
      disbursements of such counsel related to such proceeding. In any such
      proceeding, any indemnified party shall have the right to retain its own
      counsel, but the reasonable fees and expenses of such counsel shall be at
      the expense of such indemnified party unless (i) the indemnifying party
      and the indemnified party shall have mutually agreed to the retention of
      such counsel or (ii) the named parties to any such proceeding (including
      any impleaded parties) include both the indemnifying party and the
      indemnified party and representation of both parties by the same counsel
      would be inappropriate due to actual or potential differing interests
      between them. It is understood that the indemnifying party shall not, in
      connection with any proceeding or related proceedings in the same
      jurisdiction, be liable for the reasonable fees and expenses of more than
      one separate firm for all such indemnified parties. Such firm shall be
      designated in writing by the Underwriters, in the case of parties
      indemnified pursuant to Section 7.1, and by the Company or Capmark
      Finance, in the case of parties indemnified pursuant to Section 7.2. The
      indemnifying party may, at its option, at any time upon written notice to
      the indemnified party, assume the defense of any proceeding and may
      designate counsel reasonably satisfactory to the indemnified party in
      connection therewith; provided, the counsel so designated would have no
      actual or potential conflict of interest in connection with such
      representation. Unless it shall assume the defense of any proceeding the
      indemnifying party shall not be liable for any settlement of any
      proceeding, effected without its written consent, but if settled with such
      consent or if there be a final judgment for the plaintiff, the
      indemnifying party agrees to indemnify the indemnified party from and
      against any loss or liability by reason of such settlement or judgment. If
      the indemnifying party assumes the defense of any proceeding, it shall be
      entitled to settle such proceeding with the consent of the indemnified
      party or, if such settlement provides for release of the indemnified party
      in connection with all matters relating to the proceeding which have been
      asserted against the indemnified party in such proceeding by the other
      parties to such settlement, without the consent of the indemnified party.

            SECTION 7.4 If the indemnification provided for in this Section 7 is
      unavailable to an indemnified party under Section 7.1 or 7.2 hereof or
      insufficient in respect of any losses, claims, damages or liabilities
      referred to therein, then the indemnifying party, in lieu of indemnifying
      such indemnified party, shall contribute to the amount paid or payable by
      such indemnified party as a result of such losses, claims, damages or
      liabilities, in such proportion as is appropriate to reflect not only the
      relative benefits received by the Company and Capmark Finance on the one
      hand and any of the Underwriters, on the other from the offering of the
      Underwritten Certificates but also the relative fault of the Company and
      Capmark Finance on the one hand and any of the Underwriters, on the other
      in connection with the statements or omissions which resulted in such
      losses, claims, damages, or liabilities, as well as any other relevant
      equitable


                                      -21-



      considerations. The relative fault of the Company and Capmark Finance, on
      the one hand and of any of the Underwriters on the other shall be
      determined by reference to, among other things, whether the untrue or
      alleged untrue statement of a material fact or the omission or alleged
      omission to state a material fact relates to information supplied by the
      Company or Capmark Finance or by an Underwriter, and the parties' relative
      intent, knowledge, access to information and opportunity to correct or
      prevent such statement or omission.

            SECTION 7.5 The Company, Capmark Finance and the Underwriters agree
      that it would not be just and equitable if contribution pursuant to this
      Section 7 were determined by pro rata allocation or by any other method of
      allocation which does not take account of the considerations referred to
      in Section 7.4 above. The amount paid or payable by an indemnified party
      as a result of the losses, claims, damages and liabilities referred to in
      this Section 7 shall be deemed to include, subject to the limitations set
      forth above, any legal or other expenses reasonably incurred by such
      indemnified party in connection with investigating or defending any such
      action or claim except where the indemnified party is required to bear
      such expenses pursuant to Section 7.4, which expenses the indemnifying
      party shall pay as and when incurred, at the request of the indemnified
      party, to the extent that the indemnifying party believes that it will be
      ultimately obligated to pay such expenses. In the event that any expenses
      so paid by the indemnifying party are subsequently determined to not be
      required to be borne by the indemnifying party hereunder, the party which
      received such payment shall promptly refund the amount so paid to the
      party which made such payment. No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities
      Act) shall be entitled to contribution from any person who was not guilty
      of such fraudulent misrepresentation.

            SECTION 7.6 The indemnity and contribution agreements contained in
      this Section 7 and the representations and warranties of the Company and
      Capmark Finance in this Agreement shall remain operative and in full force
      and effect regardless of (i) any termination of this Agreement, (ii) any
      investigation made by or on behalf of an Underwriter or any person
      controlling an Underwriter or by or on behalf of the Company or Capmark
      Finance and their respective directors or officers or any person
      controlling the Company or Capmark Finance and (iii) acceptance of and
      payment for any of the Underwritten Certificates.

      SECTION 8. Termination. This Agreement shall be subject to termination by
notice given to the Company and Capmark Finance, if the sale of the Underwritten
Certificates provided for herein is not consummated because of any failure or
refusal on the part of the Company or Capmark Finance to comply with the terms
or to fulfill any of the conditions of this Agreement, or if for any reason the
Company or Capmark Finance shall be unable to perform their respective
obligations under this Agreement. If the Underwriters terminate this Agreement
in accordance with this Section 8, the Company or Capmark Finance will reimburse
the Underwriters for all reasonable out-of-pocket expenses (including reasonable
fees and disbursements of counsel) that shall have been reasonably incurred by
the Underwriters in connection with the proposed purchase and sale of the
Underwritten Certificates.


                                      -22-



      SECTION 9. Default by an Underwriter. If any Underwriter shall fail to
purchase and pay for any of the Underwritten Certificates agreed to be purchased
by such Underwriter hereunder and such failure to purchase shall constitute a
default in the performance of its obligations under this Agreement, the
remaining Underwriters shall be obligated to take up and pay for the
Underwritten Certificates that the defaulting Underwriter agreed but failed to
purchase; provided, however, that in the event that the initial principal amount
(or with respect to the Class XP Certificates, the initial aggregate notional
principal amount) of Underwritten Certificates that the defaulting Underwriter
agreed but failed to purchase shall exceed 10% of the aggregate principal
balance of all of the Underwritten Certificates set forth in Schedule I hereto,
the remaining Underwriters shall have the right to purchase all, but shall not
be under any obligation to purchase any, of the Underwritten Certificates, and
if such nondefaulting Underwriters do not purchase all of the Underwritten
Certificates, this Agreement will terminate without liability to the
nondefaulting Underwriters, the Company or Capmark Finance. In the event of a
default by any Underwriter as set forth in this Section 9, the Closing Date for
the Underwritten Certificates shall be postponed for such period, not exceeding
seven days, as the nondefaulting Underwriters shall determine in order that the
required changes in the Registration Statement, the Prospectus or in any other
documents or arrangements may be effected. Nothing contained in this Agreement
shall relieve any defaulting Underwriter of its liability, if any, to the
Company and to any nondefaulting Underwriter for damages occasioned by its
default hereunder.

      SECTION 10. Certain Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities, and other
statements of the Company, Capmark Finance, the Underwriters, or the officers of
any of the Company, Capmark Finance and the Underwriters set forth in or made
pursuant to this Agreement, will remain in full force and effect, regardless of
any investigation, or statement as to the results thereof, made by or on behalf
of any Underwriter or made by or on behalf of the Company or Capmark Finance or
any of their respective officers, directors or controlling persons, and will
survive delivery of and payment for the Underwritten Certificates.

      SECTION 11. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to any of the Underwriters, will be
mailed, delivered or telegraphed and confirmed to each Representative at the
following address: Deutsche Bank Securities Inc., 60 Wall Street, New York, New
York 10005, Attention: Lainie Kaye; Morgan Stanley & Co. Incorporated, 1585
Broadway, New York, New York 10036, Attention: AJ Sfarra, telecopy number (212)
761-0748, with a copy to Michelle Wilke, Esq., at 1221 Avenue of the Americas,
5th Floor, New York, NY 10020, telecopy number (212) 762-8831; Capmark
Securities Inc., c/o Newman Financial Services, 401 Manhattan Beach Boulevard,
Suite B, Manhattan Beach, California 90266, Attn: Structured Finance Group; or,
if sent to the Company, will be mailed, delivered or telegraphed and confirmed
to it at 200 Witmer Road, Horsham, Pennsylvania 19044-8015, Attention:
Structured Finance Manager with a copy to the General Counsel, Capmark Finance
Inc.; or, if sent to Capmark Finance, will be mailed, delivered or telegraphed
and confirmed to it at 200 Witmer Road, Horsham, Pennsylvania 19044-8015,
Attention: Structured Finance Manager with a copy to the General Counsel,
Capmark Finance Inc..

      SECTION 11. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and


                                      -23-



controlling persons referred to in Section 7 hereof, and their successors and
assigns, and no other person will have any right or obligation hereunder.

      SECTION 12. Applicable Law. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK.

      SECTION 13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, which taken together
shall constitute one and the same instrument.

                               [SIGNATURES FOLLOW]


                                      -24-



      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the
Company, Capmark Finance and the Underwriters.

                                          Very truly yours,


                                          CAPMARK MORTGAGE SECURITIES INC.


                                          By: _________________________
                                             Name: David Lazarus
                                             Title: Vice President


                                          CAPMARK FINANCE INC.


                                          By: _________________________
                                             Name: David Lazarus:
                                             Title: Senior Vice President




      The foregoing Underwriting Agreement is hereby confirmed and accepted as
of the date first above written.

                                          DEUTSCHE BANK SECURITIES INC.


                                          By: _________________________
                                             Name:
                                             Title:


                                          By: _________________________
                                             Name:
                                             Title:


                                          MORGAN STANLEY & CO.
                                          INCORPORATED


                                          By: _________________________
                                             Name:
                                             Title:


                                          CAPMARK SECURITIES INC.


                                          By: _________________________
                                             Name:
                                             Title:




                                   SCHEDULE I

As used in this Agreement, the term "Registration Statement" refers to,
collectively, the registration statement No. 333-[     ] filed by Capmark
Mortgage Securities Inc. on Form S-3 and declared effective by the Commission.

              TITLE AND DESCRIPTION OF THE REGISTERED CERTIFICATES

Mortgage Pass-Through Certificates, Series 200[ ]-C[ ], Class A-1, Class A-1D,
Class A-1A, Class A-2, Class A-3, Class A-4, Class XP, Class A-M, Class A-J,
Class B, Class C, Class D and Class E

Underwriters: Deutsche Bank Securities Inc. ("Deutsche"), Morgan Stanley & Co.
Incorporated ("Morgan") and Capmark Securities Inc. ("Capmark Securities").

Underwriting Agreement, dated [     ], 200[ ]

Cut-off Date: The due date of any Mortgage Loan in [      ], 200[ ]

Allocations: Subject to the terms and conditions of the Underwriting Agreement,
each Underwriter has agreed to purchase the percentage of each class of
Certificates as set forth below:

                                ALLOCATION TABLE



---------------------------------------------------------------------------------------------------------------------
                  CLASS   CLASS   CLASS   CLASS  CLASS   CLASS   CLASS   CLASS  CLASS   CLASS   CLASS   CLASS  CLASS
UNDERWRITER        A-1    A-1D    A-1A     A-2    A-3     A-4      XP     A-M    A-J      B       C       D      E
---------------------------------------------------------------------------------------------------------------------

Deutsche            %       %       %       %      %       %       %       %      %       %       %       %      %
---------------------------------------------------------------------------------------------------------------------
Morgan              %       %       %       %      %       %       %       %      %       %       %       %      %
---------------------------------------------------------------------------------------------------------------------
Capmark
Securities          %       %       %       %      %       %       %       %      %       %       %       %      %
---------------------------------------------------------------------------------------------------------------------
Total             100%    100%    100%    100%   100%    100%    100%    100%   100%    100%    100%    100%   100%
---------------------------------------------------------------------------------------------------------------------



                                       I-1



--------------------------------------------------------------------------------
                INITIAL CLASS
   CLASS          PRINCIPAL       INITIAL PASS-      PURCHASE        RATINGS
DESIGNATION      BALANCE(1)       THROUGH RATE       PRICE(2)       FITCH/S&P
--------------------------------------------------------------------------------
A-1                 $[      ]        [     ]%(3)            [ ]      AAA/AAA
--------------------------------------------------------------------------------
A-1D                $[      ]        [     ]%(3)            [ ]      AAA/AAA
--------------------------------------------------------------------------------
A-1A                $[      ]        [     ]%(5)            [ ]      AAA/AAA
--------------------------------------------------------------------------------
A-2                 $[      ]        [     ]%(3)            [ ]      AAA/AAA
--------------------------------------------------------------------------------
A-3                 $[      ]        [     ]%(3)            [ ]      AAA/AAA
--------------------------------------------------------------------------------
A-4                 $[      ]        [     ]%(5)            [ ]      AAA/AAA
--------------------------------------------------------------------------------
XP                  $[      ]        [     ]%(4)            [ ]      AAA/AAA
--------------------------------------------------------------------------------
A-M                 $[      ]        [     ]%(5)            [ ]      AAA/AAA
--------------------------------------------------------------------------------
A-J                 $[      ]        [     ]%(5)            [ ]      AAA/AAA
--------------------------------------------------------------------------------
B                   $[      ]        [     ]%(5)            [ ]       AA/AA
--------------------------------------------------------------------------------
C                   $[      ]        [     ]%(6)            [ ]      AA-/AA
--------------------------------------------------------------------------------
D                   $[      ]        [     ]%(6)            [ ]       A+/A+
--------------------------------------------------------------------------------
E                   $[      ]        [     ]%(6)            [ ]        A/A
--------------------------------------------------------------------------------

      (1)   Subject to a variance of plus or minus 5.0%.

      (2)   Expressed as a percentage of the Class Principal Balance of the
relevant class of Certificates to be purchased hereunder. In addition, as to
each such class of Certificates, the Underwriters will pay Capmark Mortgage
Securities Inc. accrued interest at the initial Pass-Through Rate therefor from
[ ], 200[ ] to, but not including, the Closing Date.

      (3)   The Pass Through Rate is the specified fixed rate.

      (4)   The Class XP Certificates will not have a Certificate Balance and
will accrue interest on the Notional Amount (as defined herein) thereof at a
variable rate based on the Weighted Average Net Mortgage Rate.

      (5)   Initial Pass Through Rate. The Pass Through Rate is the lesser of
the specified fixed rate and the Weighted Average Net Mortgage Rate.

      (6)   Initial Pass Through Rate. The Pass Through Rate is equal to the
Weighted Average Net Mortgage Rate minus a specified fixed rate.

      Closing Time, Date and Location: 10:00 a.m. New York City time on [    ],
200[ ] at the offices of Orrick, Herrington & Sutcliffe LLP. Issuance and
delivery of Registered Certificates: Each class of Registered Certificates will
be issued as one or more Certificates registered in the name of Cede & Co., as
nominee of The Depository Trust Company. Beneficial owners will hold interests
in such Certificates through the book-entry facilities of The Depository Trust
Company, in minimum denominations of initial principal balance of (a) in the
case of the $25,000 and in any whole dollar denomination in excess thereof.


                                       I-2



                                    EXHIBIT A

                  EXCLUDED INFORMATION OF PROSPECTUS SUPPLEMENT

                   (All circled text and tables are excluded)


                                       A-1



                                    EXHIBIT B

                             UNDERWRITER INFORMATION

                   (All circled text and tables are excluded)


                                       B-1



                                    EXHIBIT C

                                                                 [     ], 200[ ]

Capmark Mortgage Securities Inc.
Capmark Finance Inc.
200 Witmer Road
Horsham, Pennsylvania 19044

Re:   Capmark Mortgage Securities Inc.,
      Mortgage Pass-Through Certificates, Series 200[ ]-C[ ]

      Pursuant to Section 4.3 of the Underwriting Agreement, dated [ ], 200[ ]
(the "Underwriting Agreement"), among Capmark Mortgage Securities Inc., Capmark
Finance Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated
and Capmark Securities Inc., each an underwriter set forth therein (collectively
the "Underwriters") relating to the Certificates referenced above, each of the
undersigned does hereby certify that:

      The prepayment assumption used in pricing the Certificates was 0% CPR
except for the Class XP which were priced at 100% CPR assuming the clean up call
is exercised.

      With respect to each class of Certificates, set forth below is (i), the
first price at which 10% of the aggregate actual principal balance of each such
class of Certificates and the notional balance of the Class XP Certificates was
sold to the public at a single price, if applicable, or (ii) if more than 10% of
a class of Certificates have been sold to the public but no single price is paid
for at least 10% of the aggregate actual principal balance of such class of
Certificates, then the weighted average price at which the Certificates of such
class were sold expressed as a percentage of the actual principal balance of
such class of Certificates, or (iii) if less than 10% of the aggregate actual
principal balance of a class of Certificates has been sold to the public, the
purchase price for each such class of Certificates paid by the Underwriters
expressed as a percentage of the actual principal balance of such class of
Certificates calculated by: (1) estimating the fair market value of each such
class of Certificates as of [   ], 200[ ]; (2) adding such estimated fair market
value to the aggregate purchase price of each class of Certificates described in
clause (i) or (ii) above; (3) dividing each of the fair market values determined
in clause (1) by the sum obtained in clause (2); (4) multiplying the quotient
obtained for each class of Certificates in clause (3) by the purchase price paid
by the Underwriters for all the Certificates; and (5) for each class of
Certificates, dividing the product obtained from such class of Certificates in
clause (4) by the original actual principal balance of such class of
Certificates:

                        Class A-1:               [ ]
                        Class A-1D:              [ ]
                        Class A-1A:              [ ]
                        Class A-2:               [ ]
                        Class A-3:               [ ]
                        Class A-4:               [ ]
                        Class XP:                [ ]
                        Class A-M:               [ ]


                                       C-1



                        Class A-J                [ ]
                        Class B:                 [ ]
                        Class C:                 [ ]
                        Class D:                 [ ]
                        Class E:                 [ ]


                                       C-2



      The prices set forth above do not include accrued interest with respect to
periods before closing.

                                          DEUTSCHE BANK SECURITIES INC.


                                          By: _________________________
                                             Name:
                                             Title:


                                          By: _________________________
                                             Name:
                                             Title:


                                          MORGAN STANLEY & CO. INCORPORATED


                                          By: _________________________
                                             Name:
                                             Title:


                                          CAPMARK SECURITIES INC.


                                          By: _________________________
                                             Name:
                                             Title: