WACHOVIA MORTGAGE LOAN PURCHASE AGREEMENT

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

SECTION 1.

Agreement to Purchase.

SECTION 2.

Conveyance of Mortgage Loans.

(i) the original executed Mortgage Note including any power of attorney related to the execution thereof, together with any and all intervening endorsements thereon, endorsed on its face or by allonge attached thereto (without recourse, representation or warranty, express or implied) to the order of “▇▇▇▇▇ Fargo Bank, N.A., as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C31” or in blank (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto);

(ii) an original or copy of the Mortgage, together with any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office;

(iii) an original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with any and all intervening assignments thereof, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recording office;

(iv) an original executed assignment, in recordable form (except for any missing recording information), of (a) the Mortgage, (b) any related Assignment of

Leases (if such item is a document separate from the Mortgage and to the extent not already assigned pursuant to preceding clause (a)) and (c) any other recorded document relating to the Mortgage Loan otherwise included in the Mortgage File, in favor of “▇▇▇▇▇ Fargo Bank, N.A., as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C31”, or in blank;

(v) an original assignment of all unrecorded documents relating to the Mortgage Loan (to the extent not already assigned pursuant to clause (iv) above), in favor of “▇▇▇▇▇ Fargo Bank, N.A., as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C31”, or in blank;

(vi) originals or copies of any modification, consolidation, assumption and substitution agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been consolidated or modified or the Mortgage Loan has been assumed or consolidated;

(vii) the original or a copy of the policy or certificate of lender’s title insurance or, if such policy has not been issued or located, an original or copy of an irrevocable, binding commitment (which may be a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy;

(viii) any filed copies (bearing evidence of filing) or other evidence of filing satisfactory to the Purchaser of any prior UCC Financing Statements in favor of the originator of such Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement and continuation statement in favor of the Seller on record with the applicable public office for UCC Financing Statements, an original UCC Amendment, in form suitable for filing in favor of “▇▇▇▇▇ Fargo Bank, N.A., as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C31, as assignee”, or in blank;

(ix) an original or copy of (a) any Ground Lease, Memorandum of Ground Lease and ground lessor estoppel, (b) any loan guaranty or indemnity and (c) any environmental insurance policy;

(x) any intercreditor agreement relating to permitted debt (including, without limitation, mezzanine debt) of the Mortgagor;

(xi) copies of any loan agreement, escrow agreement or security agreement relating to such Mortgage Loan;

(xii) a copy of any letter of credit and related transfer documents relating to such Mortgage Loan;

(xiii) copies of franchise agreements and franchisor comfort letters, if any, for hospitality properties and applicable transfer or assignment documents; and

(xiv) with respect to any Companion Loan, all of the above documents with respect to such Companion Loan and the related Intercreditor Agreement; provided that a copy of each Mortgage Note relating to such Companion Loan, rather than the original, shall be provided, and no assignments shall be provided.

Notwithstanding the foregoing, with respect to the Five Times Square Loan and the ▇▇▇▇▇ ▇▇▇▇▇▇ Village & Stuyvesant Town Loan the 2007-C30 Trustee will hold the original documents related to the Five Times Square Loan and the ▇▇▇▇▇ ▇▇▇▇▇▇ Village & Stuyvesant Town Loan for the benefit of the 2007-C30 Trust Fund and, with respect to the Beacon D.C. & Seattle Pool Loan, the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2007-IQ14 Trustee will hold the original documents related to the Beacon D.C. & Seattle Pool Loan for the benefit of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2007-IQ14 Trust Fund.

SECTION 3.

Representations, Warranties and Covenants of Seller.

(a)

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

(i) The Seller is a national banking association organized and validly existing and in good standing under the laws of the United States of America and possesses all requisite authority, power, licenses, permits and franchises to carry on its business as currently conducted by it and to execute, deliver and comply with its obligations under the terms of this Agreement;

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

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

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

(v) The Seller is not a party to or bound by any agreement or instrument or subject to any articles of association, bylaws or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that would, in the Seller’s reasonable and good faith judgment, materially and adversely affect the ability of the Seller to perform its obligations under this Agreement or that requires the consent of any third person to the execution of this Agreement or the performance by the Seller of its obligations under this Agreement (except to the extent such consent has been obtained);

(vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of or compliance by the Seller with this Agreement or the consummation of the transactions contemplated by this Agreement except as have previously been obtained, and no bulk sale law applies to such transactions;

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

(viii) Reserved;

(ix) Under generally accepted accounting principles (“GAAP”) and for federal income tax purposes, the Seller will report the transfer of the Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the Purchaser in exchange for consideration consisting of a cash amount equal to the Aggregate Purchase Price. The consideration received by the Seller upon the sale of the Mortgage Loans to the Purchaser will constitute at least reasonably equivalent value and fair consideration for the Mortgage Loans. The Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, the sale of the Mortgage Loans to the Purchaser. The Seller is not selling the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud any of the creditors of the Seller;

(x) The Prospectus Supplement contains all the information that is required to be provided in respect of the Seller (that arises from its role as “sponsor” within the meaning of Items 1104, 1117 and 1119 of Regulation AB), the related Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (in the case of the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties, pursuant to Items 1110 and 1111 of Regulation AB); and

(xi) For so long as the Trust Fund is subject to the reporting requirements of the Exchange Act, the Seller shall provide the Purchaser (or, with respect to any Companion Loan that is deposited into another securitization, the depositor in such other securitization) and the Trustee with any Additional Form 10 K Disclosure and any Additional Form 10 D Disclosure set forth next to the Purchaser’s name on Exhibit U and Exhibit W, respectively, of the Pooling and Servicing Agreement within the time periods set forth in the Pooling and Servicing Agreement. The obligation of the Seller to provide the above referenced disclosure materials as to any fiscal year will terminate upon the Trustee’s filing a Form 15 with respect to the Trust Fund as to such fiscal year in accordance with Section 8.17 of the Pooling and Servicing Agreement or the reporting requirements with respect to the Trust under the Securities and Exchange Act of 1934 have otherwise automatically suspended.

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

SECTION 6.

Closing Documents. The Closing Documents shall consist of the following:

(a)

This Agreement duly executed by the Purchaser and the Seller;

(g)

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

SECTION 7.

Indemnification.

SELLER

WACHOVIA BANK, NATIONAL ASSOCIATION

By:

Name:

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

Title:

Managing Director

Address for Notices:

One Wachovia Center

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇

Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇

PURCHASER

WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.

By:

Name:

▇. ▇▇▇▇▇ ▇▇▇▇, Jr.

Title:

Vice President

Address for Notices:

One Wachovia Center

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇

Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇

1.

The information pertaining to each Mortgage Loan set forth in the Mortgage Loan Schedule was true and correct in all material respects as of the Cut-Off Date.

2.

As of the date of its origination, such Mortgage Loan complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan.

3.

Immediately prior to the sale, transfer and assignment to the Purchaser, the Seller had good and marketable title to, and was the sole owner of, each Mortgage Loan, and the Seller is transferring such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan. Upon consummation of the transactions contemplated by the Mortgage Loan Purchase Agreement, the Seller will have validly and effectively conveyed to the Purchaser all legal and beneficial interest in and to such Mortgage Loan free and clear of any pledge, lien or security interest.

4.

The proceeds of such Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder by the Mortgagee.

5.

Each related Mortgage Note, Mortgage, Assignment of Leases (if a document separate from the Mortgage) and other agreement executed in connection with such Mortgage Loan is a legal, valid and binding obligation of the related Mortgagor (subject to any non-recourse provisions therein and any state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except (a) that certain provisions contained in such Mortgage Loan documents are or may be unenforceable in whole or in part under applicable state or federal laws, but neither the application of any such laws to any such provision nor the inclusion of any such provisions renders any of the Mortgage Loan documents invalid as a whole and such Mortgage Loan documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the rights and benefits afforded thereby and (b) as such enforcement may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws affecting the enforcement of creditors’ rights generally, or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). The related Mortgage Note and Mortgage contain no provision limiting the right or ability of the Seller to assign, transfer and convey the related Mortgage Loan to any other Person.

6.

As of the date of its origination, there was no valid offset, defense, counterclaim, abatement or right to rescission with respect to any of the related Mortgage Notes, Mortgage(s) or other agreements executed in connection therewith, and, as of the Cut-Off Date, there is no valid offset, defense, counterclaim or right to rescission with respect to such Mortgage Note, Mortgage(s) or other agreements, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges.

7.

Each related assignment of Mortgage and assignment of Assignment of Leases from the Seller to the Trustee (or in the case of a 2007-C30 Serviced Mortgage Loan, the 2007-C30 Trustee or, in the case of a ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2007-IQ14 Serviced Mortgage Loan, the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2007-IQ14 Trustee) constitutes the legal, valid and binding first priority assignment from the Seller, except as such enforcement may be limited by bankruptcy, insolvency, redemption, reorganization, liquidation, receivership, moratorium or other laws relating to or affecting creditors’ rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Each Mortgage and Assignment of Leases is freely assignable.

8.

Each related Mortgage is a valid and enforceable first lien on the related Mortgaged Property subject only to the exceptions set forth in Representation (5) above and the following title exceptions (each such title exception, a “Title Exception”, and collectively, the “Title Exceptions”): (a) the lien of current real property taxes, ground rents, water charges, sewer rents and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the Mortgagor’s ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (c) the exceptions (general and specific) and exclusions set forth in the applicable policy described in Representation (12) below or appearing of record, none of which, individually or in the aggregate, materially interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the Mortgagor’s ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (d) other matters to which like properties are commonly subject, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the Mortgagor’s ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (e) the right of tenants (whether under ground leases, space leases or operating leases) at the Mortgaged Property to remain following a foreclosure or similar proceeding (provided that such tenants are performing under such leases) and (f) if such Mortgage Loan is a Crossed Loan, the lien of the Mortgage for such other Mortgage Loan, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the Mortgagor’s ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property. Except with respect to Crossed Loans and as provided below, there are no mortgage loans that are senior or pari passu with respect to the related Mortgaged Property or such Mortgage Loan.

9.

UCC Financing Statements have been filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and recording), in all public places necessary, at the time of the origination of the Mortgage Loan, to perfect a valid security interest in all items of personal property located on the Mortgaged Property that are owned by the Mortgagor and either (i) are reasonably necessary to operate the Mortgaged Property or (ii) are (as indicated in the appraisal obtained in connection with the origination of the related Mortgage Loan) material to the value of the Mortgaged Property (other than any personal property subject to a purchase money security interest or a sale and leaseback financing arrangement permitted under the terms of such Mortgage Loan or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, and the Mortgages, security agreements, chattel Mortgages or equivalent documents related to and delivered in connection with the related Mortgage Loan establish and create a valid and enforceable lien and priority security interest on such items of personalty except as such enforcement may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws affecting the enforcement of creditor’s rights generally, or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Notwithstanding any of the foregoing, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC Financing Statements are required in order to effect such perfection.

10.

All real estate taxes and governmental assessments, or installments thereof, which would be a lien on the Mortgaged Property and that prior to the Cut-Off Date have become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established. For purposes of this representation and warranty, real estate taxes and governmental assessments and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.

11.

To the Seller’s actual knowledge as of the Cut-Off Date, and to the Seller’s actual knowledge based solely upon due diligence customarily performed with the origination of comparable Mortgage Loans by the Seller, each related Mortgaged Property was free and clear of any material damage (other than deferred maintenance for which escrows were established at origination) that would affect materially and adversely the value of such Mortgaged Property as security for the Mortgage Loan and to the Seller’s actual knowledge as of the Cut-Off Date there was no proceeding pending for the total or partial condemnation of such Mortgaged Property.

12.

The lien of each related Mortgage as a first priority lien in the original principal amount of such Mortgage Loan after all advances of principal (as set forth on the Mortgage Loan Schedule) is insured by an ALTA lender’s title insurance policy (or a binding commitment therefor), or its equivalent as adopted in the applicable jurisdiction, insuring the Seller, its successors and assigns, subject only to the Title Exceptions; the Seller or its successors or assigns is the named insured of such policy; such policy is assignable

without consent of the insurer and will inure to the benefit of the Trustee as mortgagee of record; is in full force and effect upon the consummation of the transactions contemplated by this Agreement; all premiums thereon have been paid; no claims have been made under such policy and the Seller has not done anything, by act or omission, and the Seller has no actual knowledge of any matter, which would impair or diminish the coverage of such policy. The insurer issuing such policy is either (x) a nationally recognized title insurance company or (y) qualified to do business in the jurisdiction in which the related Mortgaged Property is located to the extent required; such policy contains no material exclusions for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such insurance is not available) (a) access to a public road (except as provided below) or (b) against any loss due to encroachments of any material portion of the improvements thereon.

13.

Except as provided below, as of the date of its origination, all insurance coverage required under each related Mortgage, which insurance covered such risks as were customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property in the jurisdiction in which such Mortgaged Property is located, and with respect to a fire and extended perils insurance policy, is in an amount (subject to a customary deductible) at least equal to the lesser of (i) the replacement cost of improvements located on such Mortgaged Property, or (ii) the initial principal balance of the Mortgage Loan, and in any event, the amount necessary to prevent operation of any co-insurance provisions; and, except if such Mortgaged Property is operated as a mobile home park, is also covered by business interruption or rental loss insurance, in an amount at least equal to 12 months of operations of the related Mortgaged Property (or in the case of a Mortgaged Property without any elevator, 6 months), all of which was in full force and effect with respect to each related Mortgaged Property; and, except as provided below, as of the Cut-Off Date, to the actual knowledge of the Seller, all insurance coverage required under each Mortgage, which insurance covers such risks and is in such amounts as are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property in the jurisdiction in which such Mortgaged Property is located, is in full force and effect with respect to each related Mortgaged Property; all premiums due and payable through the Closing Date have been paid; and no notice of termination or cancellation with respect to any such insurance policy has been received by the Seller; and except for certain amounts not greater than amounts which would be considered prudent by an institutional commercial and/or multifamily mortgage lender with respect to a similar Mortgage Loan and which are set forth in the related Mortgage, any insurance proceeds in respect of a casualty loss, will be applied either (i) to the repair or restoration of all or part of the related Mortgaged Property or (ii) the reduction of the outstanding principal balance of the Mortgage Loan, subject in either case to requirements with respect to leases at the related Mortgaged Property and to other exceptions customarily provided for by prudent institutional lenders for similar loans. The Mortgaged Property is also covered by comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related Mortgaged Property, in an amount customarily required by prudent institutional lenders.

The insurance policies contain a standard mortgagee clause naming the Seller, its successors and assigns as loss payee, in the case of a property insurance policy, and additional insured in the case of a liability insurance policy and provide that they are not terminable without 30 days prior written notice to the Mortgagee (or, with respect to non-payment, 10 days prior written notice to the Mortgagee) or such lesser period as prescribed by applicable law. Each Mortgage requires that the Mortgagor maintain insurance as described above or permits the Mortgagee to require insurance as described above, and permits the Mortgagee to purchase such insurance at the Mortgagor’s expense if Mortgagor fails to do so.

14.

Except as provided below, (a) other than payments due but not yet 30 days or more delinquent, to the Seller’s actual knowledge, based upon due diligence customarily performed with the servicing of comparable mortgage loans by prudent institutional lenders, there is no material default, breach, violation or event of acceleration existing under the related Mortgage or the related Mortgage Note, and to the Seller’s actual knowledge no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, provided, however, that this representation and warranty does not address or otherwise cover any default, breach, violation or event of acceleration that specifically pertains to any matter otherwise covered by any other representation and warranty made by the Seller in any paragraphs of this Schedule I or in any paragraph of Schedule II, and (b) the Seller has not waived any material default, breach, violation or event of acceleration under such Mortgage or Mortgage Note, except for a written waiver contained in the related Mortgage File being delivered to the Purchaser, and pursuant to the terms of the related Mortgage or the related Mortgage Note and other documents in the related Mortgage File no Person or party other than the holder of such Mortgage Note may declare any event of default or accelerate the related indebtedness under either of such Mortgage or Mortgage Note.

15.

As of the Closing Date, each Mortgage Loan is not, and in the prior 12 months (or since the date of origination if such Mortgage Loan has been originated within the past 12 months), has not been, 30 days or more past due in respect of any Scheduled Payment.

16.

Except with respect to ARD Loans, which provide that the rate at which interest accrues thereon increases after the Anticipated Repayment Date, the Mortgage Rate (exclusive of any default interest, late charges or prepayment premiums) of such Mortgage Loan is a fixed rate.

17.

Each related Mortgage does not provide for or permit, without the prior written consent of the holder of the Mortgage Note, each related Mortgaged Property to secure any other promissory note or obligation except as expressly described in such Mortgage.

18.

Each Mortgage Loan is directly secured by a Mortgage on a commercial property or a multifamily residential property, and either (a) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the portion of such commercial or multifamily residential property that consists of an interest in real property (within the

meaning of Treasury Regulations Sections 1.856-3(c) and 1.856-3(d)) and such interest in real property was the only security for such Mortgage Loan as of the Testing Date (as defined below), or (b) the fair market value of the interest in real property which secures such Mortgage Loan was at least equal to 80% of the principal amount of the Mortgage Loan (i) as of the Testing Date, or (ii) as of the Closing Date. For purposes of the previous sentence, (A) the fair market value of the referenced interest in real property shall first be reduced by (1) the amount of any lien on such interest in real property that is senior to the Mortgage Loan, and (2) a proportionate amount of any lien on such interest in real property that is on a parity with the Mortgage Loan, and (B) the “Testing Date” shall be the date on which the referenced Mortgage Loan was originated unless (1) such Mortgage Loan was modified after the date of its origination in a manner that would cause a “significant modification” of such Mortgage Loan within the meaning of Treasury Regulations Section 1.1001-3(b), and (2) such “significant modification” did not occur at a time when such Mortgage Loan was in default or when default with respect to such Mortgage Loan was reasonably foreseeable. However, if the referenced Mortgage Loan has been subjected to a “significant modification” after the date of its origination and at a time when such Mortgage Loan was not in default or when default with respect to such Mortgage Loan was not reasonably foreseeable, the Testing Date shall be the date upon which the latest such “significant modification” occurred. The Mortgage Loan documents with respect to each Defeasance Loan do not allow such Defeasance Loan to be defeased prior to two years after the Startup Day.

19.

One or more environmental site assessments or updates thereof were performed by an environmental consulting firm independent of the Seller and the Seller’s affiliates with respect to each related Mortgaged Property during the 18-months preceding the origination of the related Mortgage Loan, and the Seller, having made no independent inquiry other than to review the report(s) prepared in connection with the assessment(s) referenced herein, has no actual knowledge and has received no notice of any material and adverse environmental condition or circumstance affecting such Mortgaged Property that was not disclosed in such report(s). If any such environmental report identified any Recognized Environmental Condition (REC), as that term is defined in the Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process Designation: E 1527-00, as recommended by the American Society for Testing and Materials (ASTM), with respect to the related Mortgaged Property and the same have not been subsequently addressed in all material respects, then either (i) an escrow greater than 100% of the amount identified as necessary by the environmental consulting firm to address the REC is held by the Seller for purposes of effecting same (and the Mortgagor has covenanted in the Mortgage Loan documents to perform such work), (ii) the related Mortgagor or other responsible party having financial resources reasonably estimated to be adequate to address the REC is required to take such actions or is liable for the failure to take such actions, if any, with respect to such circumstances or conditions as have been required by the applicable governmental regulatory authority or any environmental law or regulation, (iii) the Mortgagor has provided an environmental insurance policy, (iv) an operations and maintenance plan has been or will be implemented or (v) such conditions or circumstances were investigated further and based upon such additional investigation, a qualified environmental consultant recommended no further investigation or remediation. All environmental assessments or updates that were in the possession of the

Seller and that relate to a Mortgaged Property insured by an environmental insurance policy have been delivered to or disclosed to the environmental insurance carrier issuing such policy prior to the issuance of such policy.

20.

Each related Mortgage and Assignment of Leases, together with applicable state law, contains customary and enforceable provisions for comparable mortgaged properties similarly situated such as to render the rights and remedies of the holder thereof (or in the case of a 2007-C30 Serviced Mortgage Loan, the 2007-C30 Trustee or, in the case of a ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2007-IQ14 Serviced Mortgage Loan, the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2007-IQ14 Trustee) adequate for the practical realization against the Mortgaged Property of the benefits of the security, including realization by judicial or, if applicable, non-judicial foreclosure, subject to the effects of bankruptcy, insolvency, reorganization, receivership, moratorium, redemption, liquidation or similar law affecting the right of creditors and the application of principles of equity.

21.

At the time of origination and, to the actual knowledge of Seller as of the Cut-Off Date, no Mortgagor is a debtor in, and no Mortgaged Property is the subject of, any state or federal bankruptcy or insolvency proceeding.

22.

Each Mortgage Loan is a whole loan (except with respect to the Co-Lender Loans) and contains no equity participation by the lender or shared appreciation feature and does not provide for any contingent or additional interest in the form of participation in the cash flow of the related Mortgaged Property or, other than the ARD Loans, provide for negative amortization. The Seller holds no preferred equity interest.

23.

Subject to certain exceptions, which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property, each related Mortgage or loan agreement contains provisions for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without complying with the requirements of the Mortgage or loan agreement, (a) the related Mortgaged Property, or any controlling interest in the related Mortgagor, is directly transferred or sold (other than by reason of family and estate planning transfers, transfers by devise, descent or operation of law upon the death of a member, general partner or shareholder of the related Mortgagor and transfers of less than a controlling interest in a mortgagor, issuance of non-controlling new equity interests, transfers among existing members, partners or shareholders in the Mortgagor or an affiliate thereof, transfers among affiliated Mortgagors with respect to Crossed Loans or multi-property Mortgage Loans or transfers of a similar nature to the foregoing meeting the requirements of the Mortgage Loan (such as pledges of ownership interests that do not result in a change of control) or a substitution or release of collateral within the parameters of Representation (26) below), or (b) the related Mortgaged Property is encumbered in connection with subordinate financing by a lien or security interest against the related Mortgaged Property, other than any existing permitted additional debt.

24.

Except as set forth in the related Mortgage File, the terms of the related Mortgage Note and Mortgage(s) have not been waived, modified, altered, satisfied, impaired, canceled, subordinated or rescinded in any manner which materially interferes with the security intended to be provided by such Mortgage.

25.

Except as provided below, each related Mortgaged Property was inspected by or on behalf of the related originator or an affiliate during the 12 month period prior to the related origination date.

26.

Since origination, no material portion of the related Mortgaged Property has been released from the lien of the related Mortgage in any manner which materially and adversely affects the value of the Mortgage Loan or materially interferes with the security intended to be provided by such Mortgage, and, except with respect to Mortgage Loans (a) which permit defeasance by means of substituting for the Mortgaged Property (or, in the case of a Mortgage Loan secured by multiple Mortgaged Properties, one or more of such Mortgaged Properties) “government securities” as defined in the Investment Company Act of 1940, as amended, sufficient to pay the Mortgage Loans (or portions thereof) in accordance with their terms, (b) where a release of the portion of the Mortgaged Property was contemplated at origination and such portion was not considered material for purposes of underwriting the Mortgage Loan, (c) where release is conditional upon the satisfaction of certain underwriting and legal requirements and the payment of a release price that represents adequate consideration for such Mortgaged Property or the portion thereof that is being released, or (d) which permit the related Mortgagor to substitute a replacement property in compliance with REMIC Provisions or (e) which permit the release(s) of unimproved out-parcels or other portions of the Mortgaged Property that will not have a material adverse affect on the underwritten value of the security for the Mortgage Loan or that were not allocated to any value in the underwriting during the origination of the Mortgage Loan, the terms of the related Mortgage do not provide for release of any portion of the Mortgaged Property from the lien of the Mortgage except in consideration of payment in full therefor.

27.

Except as provided below, to the Seller’s actual knowledge, based upon a letter from governmental authorities, a legal opinion, an endorsement to the related title policy, or based upon other due diligence considered reasonable by prudent commercial conduit mortgage lenders in the area where the applicable Mortgaged Property is located, as of the date of origination of such Mortgage Loan and as of the Cut-Off Date, there are no material violations of any applicable zoning ordinances, building codes and land laws applicable to the Mortgaged Property or the use and occupancy thereof which (a) are not insured by an ALTA lender’s title insurance policy (or a binding commitment therefor), or its equivalent as adopted in the applicable jurisdiction, or a law and ordinance insurance policy or (b) would have a material adverse effect on the value, operation or net operating income of the Mortgaged Property.

28.

To the Seller’s actual knowledge based on surveys and/or the title policy referred to herein obtained in connection with the origination of each Mortgage Loan, none of the material improvements which were included for the purposes of determining the appraised value of the related Mortgaged Property at the time of the origination of the Mortgage Loan lies outside of the boundaries and building restriction lines of such property (except Mortgaged Properties which are legal non-conforming uses), to an

extent which would have a material adverse affect on the value of the Mortgaged Property or related Mortgagor’s use and operation of such Mortgaged Property (unless affirmatively covered by title insurance) and no improvements on adjoining properties encroached upon such Mortgaged Property to any material and adverse extent (unless affirmatively covered by title insurance).

29.

With respect to at least 95% of such Seller’s Mortgage Loans (by balance) having a Cut-Off Date Balance in excess of 1% of the Initial Pool Balance, the related Mortgagor has covenanted in its organizational documents and/or the Mortgage Loan documents to own no significant asset other than the related Mortgaged Property or Mortgaged Properties, as applicable, and assets incidental to its ownership and operation of such Mortgaged Property, and to hold itself out as being a legal entity, separate and apart from any other Person.

30.

No advance of funds has been made other than pursuant to the loan documents, directly or indirectly, by the Seller to the Mortgagor and, to the Seller’s actual knowledge, no funds have been received from any Person other than the Mortgagor, for or on account of payments due on the Mortgage Note or the Mortgage.

31.

As of the date of origination and, to the Seller’s actual knowledge, as of the Cut-Off Date, there was no pending action, suit or proceeding, or governmental investigation of which it has received notice, against the Mortgagor or the related Mortgaged Property the adverse outcome of which could reasonably be expected to materially and adversely affect such Mortgagor’s ability to pay principal, interest or any other amounts due under such Mortgage Loan or the security intended to be provided by the Mortgage Loan documents or the current use of the Mortgaged Property.

32.

As of the date of origination, and, to the Seller’s actual knowledge, as of the Cut-Off Date, if the related Mortgage is a deed of trust, a trustee, duly qualified under applicable law to serve as such, has either been properly designated and serving under such Mortgage or may be substituted in accordance with the Mortgage and applicable law.

33.

The Mortgage Loan and the interest (exclusive of any default interest, late charges or prepayment premiums) contracted for on such Mortgage Loan (other than an ARD Loan after the Anticipated Repayment Date) complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

34.

Except with respect to the Companion Loan of any Co-Lender Loan, the related Mortgage Note is not secured by any collateral that secures a Mortgage Loan that is not in the Trust Fund and each Crossed Loan that is cross-collateralized only with other Mortgage Loans sold pursuant to this Agreement.

35.

The improvements located on the Mortgaged Property are either not located in a federally designated special flood hazard area or the Mortgagor is required to maintain or the mortgagee maintains, flood insurance with respect to such improvements and such policy is in full force and effect.

36.

All escrow deposits and payments required pursuant to the Mortgage Loan as of the Closing Date required to be deposited with the Seller in accordance with the Mortgage Loan documents have been so deposited, are in the possession, or under the control, of the Seller or its agent (or in the case of a 2007-C30 Serviced Mortgage Loan, in the possession of the 2007-C30 Master Servicer or, in the case of a ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2007-IQ14 Serviced Mortgage Loan, in the possession of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2007-IQ14 Master Servicer).

37.

To the Seller’s actual knowledge, based on the due diligence customarily performed in the origination of comparable mortgage loans by prudent commercial and multifamily mortgage lending institutions with respect to the related geographic area and properties comparable to the related Mortgaged Property, as of the date of origination of the Mortgage Loan, the related Mortgagor, the related lessee, franchisor or operator was in possession of all material licenses, permits and authorizations then required for use of the related Mortgaged Property, and, as of the Cut-Off Date, the Seller has no actual knowledge that the related Mortgagor, the related lessee, franchisor or operator was not in possession of such licenses, permits and authorizations.

38.

The origination (or acquisition, as the case may be), servicing and collection practices used by the Seller with respect to the Mortgage Loan have been in all respects legal and have met customary industry standards for servicing of commercial mortgage loans for conduit loan programs.

39.

Except for Mortgagors under Mortgage Loans the Mortgaged Property with respect to which includes a Ground Lease, the related Mortgagor (or its affiliate) has title in the fee simple interest in each related Mortgaged Property.

40.

Except as provided below, the Mortgage Loan documents for each Mortgage Loan provide that each Mortgage Loan is non-recourse to the related Mortgagor except that the related Mortgagor accepts responsibility for fraud and/or other intentional material misrepresentation. Furthermore, except as provided below, the Mortgage Loan documents for each Mortgage Loan provide that the related Mortgagor shall be liable to the lender for losses incurred due to the misapplication or misappropriation of rents collected in advance or received by the related Mortgagor after the occurrence of an event of default and not paid to the Mortgagee or applied to the Mortgaged Property in the ordinary course of business, misapplication or conversion by the Mortgagor of insurance proceeds or condemnation awards or breach of the environmental covenants in the related Mortgage Loan documents.

41.

Subject to the exceptions set forth in Representation (5), the Assignment of Leases set forth in the Mortgage or separate from the related Mortgage and related to and delivered in connection with each Mortgage Loan establishes and creates a valid, subsisting and enforceable lien and security interest in the related Mortgagor’s interest in all leases, subleases, licenses or other agreements pursuant to which any Person is entitled to occupy, use or possess all or any portion of the real property.

42.

With respect to such Mortgage Loan, any Prepayment Premium or Yield Maintenance Charge constitutes a “customary prepayment penalty” within the meaning of Treasury Regulations Section 1.860G-1(b)(2).

43.

If such Mortgage Loan contains a provision for any defeasance of mortgage collateral, such Mortgage Loan permits defeasance (1) no earlier than two years after the Closing Date, and (2) only with substitute collateral constituting “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled payments under the Mortgage Note. In addition, if such Mortgage contains such a defeasance provision, it provides (or otherwise contains provisions pursuant to which the holder (which, in the case of a 2007-C30 Serviced Mortgage Loan, are the Trustee and the 2007-C30 Trustee and, in the case of a ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2007-IQ14 Serviced Mortgage Loan, are the Trustee and the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2007-C30 Trustee) can require) that an opinion be provided to the effect that such holder has a first priority perfected security interest in the defeasance collateral. The related Mortgage Loan documents permit the lender to charge all of its expenses associated with a defeasance to the Mortgagor (including rating agencies’ fees, accounting fees and attorneys’ fees), and provide that the related Mortgagor must deliver (or otherwise, the Mortgage Loan documents contain certain provisions pursuant to which the lender can require) (a) an accountant’s certification as to the adequacy of the defeasance collateral to make payments under the related Mortgage Loan for the remainder of its term, (b) an Opinion of Counsel that the defeasance complies with all applicable REMIC Provisions, and (c) assurances from the Rating Agencies that the defeasance will not result in the withdrawal, downgrade or qualification of the ratings assigned to the Certificates. Notwithstanding the foregoing, some of the Mortgage Loan documents may not affirmatively contain all such requirements, but such requirements are effectively present in such documents due to the general obligation to comply with the REMIC Provisions and/or deliver a REMIC Opinion of Counsel.

44.

To the extent required under applicable law as of the date of origination, and necessary for the enforceability or collectability of the Mortgage Loan, the originator of such Mortgage Loan was authorized to do business in the jurisdiction in which the related Mortgaged Property is located at all times when it originated and held the Mortgage Loan.

45.

Neither the Seller nor any affiliate thereof has any obligation to make any capital contributions to the Mortgagor under the Mortgage Loan.

46.

Except with respect to the Companion Loan of any Co-Lender Loan, none of the Mortgaged Properties is encumbered, and none of the Mortgage Loan documents permits the related Mortgaged Property to be encumbered subsequent to the Closing Date without the prior written consent of the holder thereof, by any lien securing the payment of money junior to or of equal priority with, or superior to, the lien of the related Mortgage (other than Title Exceptions, taxes, assessments and contested mechanics and materialmens liens that become payable after the after the Cut-Off Date of the related Mortgage Loan).

47.

An appraisal of the related Mortgaged Property was conducted in connection with the origination of such Mortgage Loan; and such appraisal satisfied the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated.

1.

Such Ground Lease or a memorandum thereof has been or will be duly recorded no later than 30 days after the Closing Date and such Ground Lease permits the interest of the lessee thereunder to be encumbered by the related Mortgage or, if consent of the lessor thereunder is required, it has been obtained prior to the Closing Date.

2.

Upon the foreclosure of the Mortgage Loan (or acceptance of a deed in lieu thereof), the Mortgagor’s interest in such Ground Lease is assignable to the mortgagee under the leasehold estate and its assigns without the consent of the lessor thereunder (or, if any such consent is required, it has been obtained prior to the Closing Date).

3.

Such Ground Lease may not be amended, modified, canceled or terminated without the prior written consent of the mortgagee and any such action without such consent is not binding on the mortgagee, its successors or assigns, except termination or cancellation if (a) an event of default occurs under the Ground Lease, (b) notice thereof is provided to the mortgagee and (c) such default is curable by the mortgagee as provided in the Ground Lease but remains uncured beyond the applicable cure period.

4.

To the actual knowledge of the Seller, at the Closing Date, such Ground Lease is in full force and effect and other than payments due but not yet 30 days or more delinquent, (a) there is no material default, and (b) there is no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default under such Ground Lease.

5.

The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give notice of any default by the lessee to the mortgagee. The Ground Lease or ancillary agreement further provides that no notice given is effective against the mortgagee unless a copy has been given to the mortgagee in a manner described in the Ground Lease or ancillary agreement.

6.

The Ground Lease (a) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, subject, however, to only the Title Exceptions or (b) is subject to a subordination, non-disturbance and attornment agreement to which the mortgagee on the lessor’s fee interest in the Mortgaged Property is subject.

7.

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

8.

Such Ground Lease has an original term (together with any extension options, whether or not currently exercised, set forth therein all of which can be exercised by the mortgagee if the mortgagee acquires the lessee’s rights under the Ground Lease) that extends not less than 20 years beyond the Stated Maturity Date.

9.

Under the terms of such Ground Lease, any estoppel or consent letter received by the mortgagee from the lessor, and the related Mortgage, taken together, any related insurance proceeds or condemnation award (other than in respect of a total or substantially total loss or taking) will be applied either to the repair or restoration of all or part of the related Mortgaged Property, with the mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment or defeasance of the outstanding principal balance of the Mortgage Loan, together with any accrued interest (except in cases where a different allocation would not be viewed as commercially unreasonable by any commercial mortgage lender, taking into account the relative duration of the Ground Lease and the related Mortgage and the ratio of the market value of the related Mortgaged Property to the outstanding principal balance of such Mortgage Loan).

10.

The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial lender.

11.

The ground lessor under such Ground Lease is required to enter into a new lease upon termination of the Ground Lease for any reason, including the rejection of the Ground Lease in bankruptcy.

Loans:

Description of Exception:

1

Five Times Square

Each Mortgage Loan is cross-collateralized and cross-defaulted with its related Companion Loan(s), which is/are not included in the Mortgage Pool. In addition, the related Companion Loan(s) is/are secured by the same Mortgaged Property and the same Mortgage securing each Mortgage Loan.

2

Beacon D.C. & Seattle Pool

5

▇▇▇▇▇ ▇▇▇▇▇▇ Village & Stuyvesant Town

2

Beacon D.C. & Seattle Pool

With regard to the single largest asset in the related portfolio only, the mortgagee does not have a direct mortgage on the related real property. Instead with respect to that asset, the Mortgage Loan is secured by (i) a pledge of the sponsor’s ownership interests in a joint venture that owns such real property, (ii) a pledge by the related borrower of a mortgage between the underlying real property owner and such borrower and (iii) a pledge of 100% of the sponsor’s indirect ownership interest in such real property.

With respect to three of the assets in the related portfolio only, the mortgagee does not have a mortgage on the related real property. Instead, the underlying owners of such real property have covenanted to deposit portions of the related cash flow and additional collateral from such real properties into a lockbox.

Loans:

Description of Exception:

▇

▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇

The related Mortgagor makes a representation in the related loan agreement that “All Improvements necessary for the efficient use and operation of the Mortgaged Property, including, without limitation, all improvements which were included for purposes of determining the appraised value of the Mortgaged Property in the appraisal, have been

Loans:

Description of Exception:

completed and, except for de minimis encroachments which do not have a Material Adverse Effect or otherwise adversely affect the value of the Mortgaged Property and which are set forth on the survey, none of said improvements lie outside the boundaries and building restriction lines of the Mortgaged Property.”

2

Beacon D.C. & Seattle Pool

With regard to the single largest asset in the related portfolio only, the mortgagee does not have a direct mortgage on the related real property. Instead with respect to that asset, the Mortgage Loan is secured by (i) a pledge of the sponsor’s ownership interests in a joint venture that owns such real property, (ii) a pledge by the related borrower of a mortgage between the underlying real property owner and such borrower and (iii) a pledge of 100% of the sponsor’s indirect ownership interest in such real property.

With respect to three of the assets in the related portfolio only, the mortgagee does not have a mortgage on the related real property. Instead, the underlying owners of such real property have covenanted to deposit portions of the related cash flow and additional collateral from such real properties into a lockbox.

Loans:

Description of Exception:

1

Five Times Square

With respect to the non-payment of premiums the Mortgage provides that the policy may not be terminable and may not be reduced without at least 5 days prior notice to the mortgagee.

▇

▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇

The related loan agreement requires that the Mortgagor carry insurance against loss or damage by fire, casualty and other hazards included in an “all-risk” coverage endorsement or its equivalent, with such insurance to be written on a replacement cost basis, covering the Mortgaged Property with a

Loans:

Description of Exception:

limit of not less than $400,000,000 per loss. As to terrorism insurance coverage, (A) during any period of the term of the Loan that the Terrorism Risk Insurance Extension Act of 2005 (“TRIEA”) is in effect, if “acts of terrorism” or other similar acts or events are hereafter excluded from Mortgagor’s comprehensive all risk insurance policy (including business interruption, rent loss or similar insurance coverage), Mortgagor shall obtain an endorsement to such policy, or a separate policy insuring against all “certified acts of terrorism” as defined by TRIEA and “fire following”, which for purposes of this Loan Agreement shall mean actual replacement value of the Mortgaged Property (exclusive of the Mortgaged Property, footings and foundations) with a waiver of depreciation and with a limit of not less than $300,000,000 and (B) during any period of the term of the Loan that TRIEA is not in effect, if “acts of terrorism” or other similar acts or events or “fire following” are hereafter excluded from Mortgagor’s comprehensive all risk insurance policy or business interruption insurance coverage, Mortgagor shall obtain an endorsement to such policy, or a separate policy insuring against all such excluded acts or events, to the extent such policy or endorsement is available, in an amount determined by Mortgagee in its reasonable discretion (but in no event greater than the total insurable value of the Mortgaged Property plus the business interruption, rent loss or similar coverage) required hereunder with a limit of not less than $300,000,000; provided, that Mortgagor shall not be required to pay annual premiums in excess of 150% of the current cost of Terrorism insurance as increased by CPI. The related loan agreement provides that if the insurance is provided by a syndicate of insurers, the coverage shall be acceptable if: (i) the first layer of coverage is provided by carriers rated “A-” or better from S&P; (ii) sixty percent (60%) (seventy- five percent (75%) if there four or fewer members in the syndicate) of the aggregate limits under such Policies are provided by carriers with a minimum “A-” rating from S&P and (iii) the S&P rating of the remaining carriers must be at least “BBB”.

▇▇

▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ II

The related Mortgage Loan documents require the

Loans:

Description of Exception:

▇▇

▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ III

Mortgagee to be named only as the first mortgagee and not specifically as the loss payee in all property insurance policies.

▇▇

▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ IV

▇▇

▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ V

93

East Gate Phase VI

171

CVS - San Antonio

The related Mortgage Loan documents do not require business interruption insurance; the related Mortgagor and Indemnitor agreed to a non-recourse carveout in lieu of such insurance pursuant to the related Mortgage Loan documents.

154

Best Buy- Kohler, WI

The related Mortgage Loan documents permit the related Mortgagor to self-insure the related Mortgaged Property.

171

CVS - San Antonio

Loans:

Description of Exception:

▇▇

▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

The related Mortgage Loan documents provide that the Mortgage Rate varies during the first 84 months of the Mortgage Loan’s term and is fixed thereafter.

Loans:

Description of Exception:

▇

▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇

The “Environmental Compliance” section of the loan agreement has been revised so as to: (a) limit the representation that there is no asbestos on the Mortgaged Property by adding the qualifier “requiring abatement or removal pursuant to environmental statutes”; (b) limit the representations, by adding the qualifier “to Mortgagor’s knowledge,” that there are no threatened lawsuits or that Mortgagor has waived any person’s liability with regard to hazardous material on the Mortgaged Property; and (c) exclude from the Environmental Indemnification section any duty of Mortgagor to indemnify Mortgagees from “consequential, special or punitive damages” associated with environmental problems with the Mortgaged Property.

Loans:

Description of Exception:

Additionally, Mortgagor waived any liability of the seller of the Mortgaged Property for environmental matters.

47

▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

The Mortgagor’s personal liability for environmental matters under the related loan documents is subject to a sunset provision which provides that upon the earlier to occur of (i) the date which is one (1) year and one (1) day after payment or satisfaction of the Mortgage Loan in full or (ii) the date of written notice by the Mortgagee to the Indemnitors that the Mortgagee has received a Phase I Environmental Assessment of the Mortgaged Property acceptable to the Mortgagee in its sole discretion, the Indemnitors shall have no further liability except for costs accrued by or accruing against the Mortgagee prior to such date.

Loans:

Description of Exception:

▇

▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇ and Wachovia have a combined $1,000,000,000 indirect equity investment in the Mortgagor.

14

City Heights Apartment Homes

Wachovia Development Corporation, an affiliate of Wachovia, is the 90% owner of the sole member of the related Mortgagor.

Loans:

Description of Exception:

▇

▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇

A zoning memorandum prepared by ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP was obtained at origination.

Loans:

Description of Exception:

33

The Overlook at St. ▇▇▇▇▇▇

The Mortgaged Property was found to be legally non-conforming with respect to parking, due to a shortage of 4 handicap parking spaces, which the related Mortgagor has agreed to correct within 6 months of March 14, 2007 (the date of origination). A zoning endorsement was obtained at origination.

Loans:

Description of Exception:

5

▇▇▇▇▇ ▇▇▇▇▇▇ Village & Stuyvesant Town

The Borrower and, as applicable, the assets of the Borrower’s general partner may be included in a consolidated financial statement of their affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower and the general partner from such affiliate and to indicate that the Borrower’s and the general partner’s assets and credit are not available to satisfy the debts and other obligations of such affiliate or any other person, except with respect to the other the Borrower and (ii) the assets of the Borrower and the general partner shall also be listed on its own separate balance sheet and the Borrower and, if applicable, the general partner have, if required by applicable law, filed and will, if required by applicable law, file its own tax returns and pay any taxes required to be paid under applicable law.

Loans:

Description of Exception:

2

Beacon D.C. & Seattle Pool

A Notice of Lis Pendens has been filed with respect to one of the properties for which a pledge of the ownership interest therein provides part of the security for the related Mortgage Loan in connection with a lawsuit filed by one of the limited partners against the general partner and its affiliates and other current and former limited partners of the owner such property.

Loans:

Description of Exception:

▇

▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇

One of the sponsors of the related Mortgage Loan, and one of the mortgagors are subject to two class- action lawsuits filed by certain tenants of the Property.

Loans:

Description of Exception:

2

Beacon D.C. & Seattle Pool

The loan is recourse to the borrowers.

▇▇▇

▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇ to Side Letter Agreement, the Mortgagor and Indemnitor assume 50% recourse liability for the Loan in the event that the DSCR of the Mortgaged Property falls below 1.00x during the first 24 months of “Lease Up” of Phase II of ▇▇▇▇▇ ▇▇▇▇ Apartments.

24

Park Place Apartments

The Mortgagor and Indemnitor provide a guaranty in the amount of approximately $6,530,000 only until the DSCR of the Mortgaged Property reaches 1.10x for a 30 consecutive day period.

47

▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

The Mortgagor’s personal liability for environmental matters under the related loan documents is subject to a sunset provision which provides that upon the earlier to occur of (i) the date which is one (1) year and one (1) day after payment or satisfaction of the Mortgage Loan in full or (ii) the date of written notice by the Mortgagee to the Indemnitors that the Mortgagee has received a Phase I Environmental Assessment of the Mortgaged Property acceptable to the Mortgagee in its sole discretion, the Indemnitors shall have no further liability except for costs accrued by or accruing against the Mortgagee prior to such date.

Loans:

Description of Exception:

14

City Heights Apartment Homes

Wachovia Development Corporation, an affiliate of the Seller, owns a preferred equity interest in the related Mortgagor, and the terms of such preferred equity interest could require such affiliate to make an additional capital contribution.

Loans:

Description of Exception:

`

▇

▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇

At any time during the period commencing on the payment date in November 2011 and ending on the payment date in May 2013, Mortgagor shall have the one-time right to obtain additional financing secured by the Mortgaged Property, provided that the terms and conditions set forth in the loan documentation are satisfied.

44

Doubletree Hotel – Tucson, AZ

The related Mortgage Loan documents permit future secondary debt secured by the Mortgaged Property subject to conditions set forth in the related Mortgage Loan documents.

53

Beachwalk Shopping Center

128

Wind Tree

150

Pear Tree

Mortgage

Loan

Number

Loan Group

Number

Property Name

Address

City

State

Zip Code

County

1

1

Five Times Square⁽¹⁾⁽²⁾

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New York

2

1

Beacon D.C. & Seattle Pool⁽¹⁾

Various

Various

Various

Various

Various

2.01

Market Square

701, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇

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District Of Columbia

2.02

Polk & ▇▇▇▇▇▇ Buildings

▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇

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Arlington

2.03

▇▇▇▇▇ Fargo Center

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King

2.04

One, Two & Three Lafayette Centre

▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇; ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇; ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇

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District of Columbia

2.05

▇▇▇▇ ▇▇▇▇▇ Complex

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

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Fairfax

2.06

Key Center

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King

2.07

Sunset North

▇▇▇▇-▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇

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King

2.08

City Center Bellevue

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King

2.09

▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇ and ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇

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King

2.10

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Arlington

2.11

American Center

8300 & ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

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Fairfax

2.12

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King

2.13

Liberty Place

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District Of Columbia

2.14

Lincoln Executive Center Buildings I, II, III, A&B

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, 14332 Southeast Eastgate Way, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; 3290 and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

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King

2.15

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Fairfax

2.16

Army and Navy Club Building

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District Of Columbia

2.17

Plaza East

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King

2.18

Reston Town Center

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Fairfax

2.19

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Arlington

2.20

Washington Mutual Tower

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King

5

▇

▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Poo^l(1)(3)

Various

New York

NY

Various

New York

5.01

Stuyvesant Town

317 Avenue C (General Management Office); Various Others

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New York

5.02

▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ (Security Office); Various Others

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New York

6

1

Hyatt Regency Grand Cypress

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Orange

7

▇

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇^(▇)

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Suffolk

8

1

Ashford Hospitality Pool 3

Various

Various

Various

Various

▇▇▇▇▇▇▇

▇.▇▇

▇▇▇▇▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇

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▇.▇▇

▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇, ▇▇

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King

9

1

Ashford Hospitality Pool 2

Various

Various

Various

Various

Various

9.01

▇▇▇▇▇▇▇▇▇ ▇▇▇ - ▇▇▇▇▇▇▇ , ▇▇

▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

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Maricopa

9.02

SpringHill Suites - ▇▇▇▇▇▇▇▇▇, ▇▇

▇▇▇▇▇ Aviation ▇▇▇▇▇▇▇▇▇

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Los Angeles

9.03

▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇, ▇▇

▇▇▇▇▇ Aviation ▇▇▇▇▇▇▇▇▇

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Los Angeles

9.04

SpringHill Suites - Plymouth Meeting, PA

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9.05

SpringHill Suites - Glen Allen, VA

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Henrico

9.06

Residence Inn - Plano, TX

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Collin

9.07

Residence Inn - Newark, CA

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Alameda

10

1

Los Angeles International Jewelry Center⁽⁵⁾

▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

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Los Angeles

12

1

Ashford Hospitality Pool 1

Various

Various

Various

Various

▇▇▇▇▇▇▇

▇▇.▇▇

▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇

▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇

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Somerset

12.02

Courtyard - Oakland Airport, CA

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Alameda

12.03

Courtyard - Scottsdale, AZ

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇

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Maricopa

12.04

Courtyard - Plano, TX

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

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Collin

12.05

Courtyard - Newark, CA

▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

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Alameda

13

1

Osprey Pool

Various

Various

Various

Various

Various

13.01

First Citizens Plaza

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

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Mecklenburg

13.02

Sarasota City Center

▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

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Sarasota

14

2

City Heights Apartment Homes⁽⁶⁾

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

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Los Angeles

15

1

Ponte Vedra Inn & Club

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇

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St. ▇▇▇▇ and ▇▇▇▇▇

17

1

Southern Palm Crossing Shopping Center⁽⁷⁾

▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

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Palm Beach

18

1

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

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New York

19

1

Cherry Hill Corporate Center Pool

Various

Various

MA

Various

Essex

19.01

▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇

▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇

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Essex

19.02

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Essex

19.03

▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇

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Essex

19.04

▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇

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Essex

19.05

▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇

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Essex

19.06

▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇

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Essex

19.07

▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇

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Essex

19.08

▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇

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Essex

Mortgage

Loan

Number

Loan Group

Number

Property Name

Cut-Off Date Loan

Balance ($)

Monthly P&I Payments ($)

Grace Days

Mortgage Rate (%)

Number of Units

1

1

Five Times Square⁽¹⁾⁽²⁾

536,000,000.00

IO

5.423125%

1,101,779

2

1

Beacon D.C. & Seattle Pool⁽¹⁾

414,000,000.00

IO

5.7970%