EXHIBIT 10.2


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

                                    PURCHASER,

                         PNC BANK, NATIONAL ASSOCIATION

                                     SELLER

                        MORTGAGE LOAN PURCHASE AGREEMENT

                             Dated as of May 1, 2008

                                   $272,183,604

                            Fixed Rate Mortgage Loans

                                 Series 2008-C2

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            This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of May 1, 2008, is between J.P. Morgan Chase Commercial Mortgage Securities
Corp., as purchaser (the "Purchaser"), and PNC Bank, National Association, as
seller (the "Seller").

            Capitalized terms used in this Agreement not defined herein shall
have the meanings ascribed to them in the pooling and servicing agreement, dated
as of May 1, 2008 (the "Pooling and Servicing Agreement"), among the Purchaser,
as depositor (the "Depositor"), Midland Loan Services, Inc. and Wells Fargo
Bank, N.A. (each, a "Master Servicer"), CWCapital Investments LLC, as special
servicer (the "Special Servicer"), and LaSalle Bank National Association, as
trustee (in such capacity, the "Trustee") and as paying agent (in such capacity,
the "Paying Agent"), pursuant to which the Purchaser will sell the Mortgage
Loans (as defined herein) to a trust fund and certificates representing
ownership interests in the Mortgage Loans will be issued by the trust fund. For
purposes of this Agreement, the term "Mortgage Loans" refers to the mortgage
loans listed on Exhibit A and the term "Mortgaged Properties" refers to the
properties securing such Mortgage Loans.

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

            SECTION 1. Sale and Conveyance of Mortgages; Possession of Mortgage
File. Effective as of the Closing Date and upon receipt of the purchase price
set forth in the immediately succeeding paragraph, the Seller does hereby sell,
transfer, assign, set over and convey to the Purchaser, without recourse, all of
its right, title, and interest (subject to certain agreements regarding
servicing as provided in the Pooling and Servicing Agreement, subservicing
agreements permitted thereunder and that certain Servicing Rights Purchase
Agreement, dated as of the Closing Date between the applicable Master Servicer
and the Seller) in and to the Mortgage Loans described in Exhibit A, including
all interest and principal received on or with respect to such Mortgage Loans
after the Cut-off Date (other than payments of principal and interest first due
on the Mortgage Loans on or before the Cut-off Date). Upon the sale of the
Mortgage Loans, the ownership of each related Mortgage Note, the Mortgage and
the other contents of the related Mortgage File will be vested in the Purchaser
and immediately thereafter the Trustee and the ownership of records and
documents with respect to the related Mortgage Loan prepared by or which come
into the possession of the Seller (other than the records and documents
described in the proviso to Section 3(a) hereof) shall immediately vest in the
Purchaser and immediately thereafter the Trustee. The Seller's records will
accurately reflect the sale of each such Mortgage Loan to the Purchaser. The
Depositor will sell the Class A-1, Class A-2, Class A-3, Class A-4, Class A-4FL,
Class A-SB, Class A-1A, Class X, Class A-M and Class A-J Certificates (the
"Offered Certificates") to the underwriters specified in the underwriting
agreement, dated April 30, 2008 (the "Underwriting Agreement"), between the
Depositor and J.P. Morgan Securities Inc. ("JPMSI") for itself and as
representative of CIBC World Markets Corp. and PNC Capital Markets LLC
(collectively with JPMSI, the "Underwriters"), and the Depositor will sell the
Class B, Class C, Class D Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class P, Class Q, Class T and Class NR Certificates
(the "Private Certificates") to JPMSI, as the initial purchaser (together with
the Underwriters, the "Dealers") specified in the certificate purchase
agreement, dated May 2, 2008 (the "Certificate Purchase Agreement"), between the
Depositor and JPMSI.

            The sale and conveyance of the Mortgage Loans is being conducted on
an arms-length basis and upon commercially reasonable terms. As the purchase
price for the Mortgage Loans, the Purchaser shall pay to the Seller or at the
Seller's direction $259,210,672.42 (which amount is inclusive of accrued
interest) in immediately available funds minus the Seller's pro rata share of
the costs set forth in Section 9 hereof. The purchase and sale of the Mortgage
Loans shall take place on the Closing Date.

            SECTION 2. Books and Records; Certain Funds Received After the
Cut-off Date. From and after the sale of the Mortgage Loans to the Purchaser,
record title to each Mortgage and the related Mortgage Note shall be transferred
to the Trustee in accordance with this Agreement. Any funds due after the
Cut-off Date in connection with a Mortgage Loan received by the Seller shall be
held in trust for the benefit of the Trustee as the owner of such Mortgage Loan
and shall be transferred promptly to the applicable Master Servicer. All
scheduled payments of principal and interest due on or before the Cut-off Date
but collected after the Cut-off Date, and recoveries of principal and interest
collected on or before the Cut-off Date (only in respect of principal and
interest on the Mortgage Loans due on or before the Cut-off Date and principal
prepayments thereon), shall belong to, and shall be promptly remitted to, the
Seller.

             The transfer of each Mortgage Loan shall be reflected on the
Seller's balance sheets and other financial statements as a sale of such
Mortgage Loan by the Seller to the Purchaser. The Seller intends to treat the
transfer of each Mortgage Loan to the Purchaser as a sale for tax purposes.

            The transfer of each Mortgage Loan shall be reflected on the
Purchaser's balance sheets and other financial statements as a purchase of such
Mortgage Loan by the Purchaser from the Seller. The Purchaser intends to treat
the transfer of each Mortgage Loan from the Seller as a purchase for tax
purposes.

            SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs and
Expenses. (a) The Purchaser hereby directs the Seller, and the Seller hereby
agrees, upon the transfer of the Mortgage Loans contemplated herein, to deliver
on the Closing Date to the Trustee or a Custodian appointed thereby, all
documents, instruments and agreements required to be delivered by the Purchaser
to the Trustee with respect to the Mortgage Loans under Sections 2.01(b) and (c)
of the Pooling and Servicing Agreement, and meeting all the requirements of such
Sections 2.01(b) and (c), and such other documents, instruments and agreements
as the Purchaser or the Trustee shall reasonably request and which are in the
Seller's possession or under the Seller's control. In addition, the Seller
agrees to deliver or cause to be delivered to the applicable Master Servicer,
the Servicing File for each Mortgage Loan transferred pursuant to this
Agreement; provided that the Seller shall not be required to deliver any draft
documents, or any attorney client communications which are privileged
communications or constitute legal or other due diligence analyses, or internal
communications of the Seller or its affiliates, or credit underwriting or other
analyses or data.

            (b) With respect to the transfer described in Section 1 hereof, if
the Mortgage Loan documents do not require the related Mortgagor to pay any
costs and expenses relating to any modifications to a related letter of credit
which modifications are required to effectuate such transfer (the "Transfer
Modification Costs"), then the Seller shall pay the Transfer Modification Costs
required to transfer the letter of credit to the Trustee as described in such
Section 1; provided that if the Mortgage Loan documents require the related
Mortgagor to pay any Transfer Modification Costs, such Transfer Modification
Costs shall be an expense of the Mortgagor unless such Mortgagor fails to pay
such Transfer Modification Costs after the applicable Master Servicer,
consistent with its obligations under the Pooling and Servicing Agreement, has
exercised reasonable efforts to collect such Transfer Modification Costs from
such Mortgagor, in which case the applicable Master Servicer shall give the
Seller notice of such failure and the amount of such Transfer Modification costs
and the Seller shall pay such Transfer Modification Costs.

            SECTION 4. Treatment as a Security Agreement. The Seller,
concurrently with the execution and delivery hereof, has conveyed to the
Purchaser, all of its right, title and interest in and to the Mortgage Loans.
The parties intend that such conveyance of the Seller's right, title and
interest in and to such Mortgage Loans pursuant to this Agreement shall
constitute a purchase and sale and not a loan. If such conveyance is deemed to
be a pledge and not a sale, then the parties also intend and agree that the
Seller shall be deemed to have granted, and in such event does hereby grant, to
the Purchaser, a first priority security interest in all of its right, title and
interest in, to and under the Mortgage Loans, all payments of principal or
interest on such Mortgage Loans due after the Cut-off Date, all other payments
made in respect of such Mortgage Loans after the Cut-off Date (except to the
extent such payments were due on or before the Cut-off Date) and all proceeds
thereof and that this Agreement shall constitute a security agreement under
applicable law. If such conveyance is deemed to be a pledge and not a sale, the
Seller consents to the Purchaser hypothecating and transferring such security
interest in favor of the Trustee and transferring the obligation secured thereby
to the Trustee.

             SECTION 5. Covenants of the Seller. The Seller covenants with the
Purchaser as follows:

            (a) it shall record or cause a third party to record in the
appropriate public recording office for real property the intermediate
assignments of the Mortgage Loans and the assignments of Mortgage from such
Seller to the Trustee in connection with the Pooling and Servicing Agreement.
All recording fees relating to the initial recordation of such intermediate
assignments and assignments of Mortgage shall be paid by such Seller;

            (b) it shall take any action reasonably required by the Purchaser,
the Trustee or the applicable Master Servicer, in order to assist and facilitate
in the transfer of the servicing of the Mortgage Loans to the applicable Master
Servicer, including effectuating the transfer of any letters of credit with
respect to any Mortgage Loan to the Trustee (in care of the applicable Master
Servicer on behalf of the Trustee for the benefit of Certificateholders. Prior
to the date that a letter of credit, if any, with respect to any Mortgage Loan
is transferred to the Trustee (in care of the applicable Master Servicer), the
Seller will cooperate with the reasonable requests of the applicable Master
Servicer or Special Servicer, as applicable, in connection with effectuating a
draw under such letter of credit as required under the terms of the related
Mortgage Loan documents; and

            (c) if, during such period of time after the first date of the
public offering of the Offered Certificates as in the opinion of counsel for the
Underwriters, a prospectus relating to the Offered Certificates is required by
applicable law to be delivered in connection with sales thereof by an
Underwriter or a Dealer, any event shall occur as a result of which it is
necessary to amend or supplement the Prospectus Supplement, including Annex A-1,
A-2 and A-3 thereto and the Diskette included therewith, with respect to any
information relating to the Mortgage Loans or such Seller, in order to make the
statements therein, in the light of the circumstances when the Prospectus
Supplement is so amended or supplemented and delivered to a purchaser, not
misleading, or if it is necessary to amend or supplement the Prospectus
Supplement, including Annex A-1, A-2 and A-3 thereto and the Diskette included
therewith, with respect to any information relating to the Mortgage Loans or
such Seller, to comply with applicable law, the Seller shall do all things
necessary to assist the Depositor to prepare and furnish, at the expense of the
Seller (to the extent that such amendment or supplement relates to the Seller,
the Mortgage Loans listed on Exhibit A and/or any information relating to the
same, as provided by the Seller), to the Underwriters such amendments or
supplements to the Prospectus Supplement as may be necessary, so that the
statements in the Prospectus Supplement as so amended or supplemented, including
Annex A-1, A-2 and A-3 thereto and the Diskette included therewith, with respect
to any information relating to the Mortgage Loans or such Seller, will not, in
the light of the circumstances when the Prospectus is delivered to a purchaser,
be misleading or so that the Prospectus Supplement as so amended or
supplemented, including Annex A-1, A-2 and A-3 thereto and the Diskette included
therewith, with respect to any information relating to the Mortgage Loans or the
Seller, will comply with applicable law. All terms used in this clause (c) and
not otherwise defined herein shall have the meaning set forth in the
Indemnification Agreement, dated as of April 30, 2008 between the Purchaser and
the Seller (the "Indemnification Agreement").

            SECTION 6. Representations and Warranties.

            (a) The Seller represents and warrants to the Purchaser as of the
Closing Date that:

                  (i) it is a national banking association, duly organized,
      validly existing, and in good standing under the laws of the United
      States;

                  (ii) it has the power and authority to own its property and to
      carry on its business as now conducted;

                  (iii) it has the power to execute, deliver and perform this
      Agreement;

                  (iv) it is legally authorized to transact business in the
      State of New York. Such Seller is in compliance with the laws of each
      state in which any Mortgaged Property is located to the extent necessary
      so that a subsequent holder of the related Mortgage Loan (including,
      without limitation, the Purchaser) that is in compliance with the laws of
      such state would not be prohibited from enforcing such Mortgage Loan
      solely by reason of any non-compliance by the Seller;

                  (v) the execution, delivery and performance of this Agreement
      by such Seller has been duly authorized by all requisite action by such
      Seller's board of directors and will not violate or breach any provision
      of its organizational documents;

                  (vi) this Agreement has been duly executed and delivered by
      such Seller and constitutes a legal, valid and binding obligation of such
      Seller, enforceable against it in accordance with its terms (except as
      enforcement thereof may be limited by bankruptcy, receivership,
      conservatorship, reorganization, insolvency, moratorium or other laws
      affecting the enforcement of creditors' rights generally and by general
      equitable principles regardless of whether enforcement is considered in a
      proceeding in equity or at law);

                   (vii) there are no legal or governmental proceedings pending
      to which such Seller is a party or of which any property of such Seller is
      the subject which, if determined adversely to such Seller, would
      reasonably be expected to adversely affect (A) the transfer of the
      Mortgage Loans and the Mortgage Loan documents as contemplated herein, (B)
      the execution and delivery by such Seller or enforceability against such
      Seller of the Mortgage Loans or this Agreement, or (C) the performance of
      such Seller's obligations hereunder;

                  (viii) it has no actual knowledge that any statement, report,
      officer's certificate or other document prepared and furnished or to be
      furnished by such Seller in connection with the transactions contemplated
      hereby (including, without limitation, any financial cash flow models and
      underwriting file abstracts furnished by such Seller) was not true and
      correct in any material respect when furnished by such Seller; provided,
      however, that with respect to any such statement, report, officer's
      certificate or other document which contains information that is
      corrected, modified or supplemented by a subsequent statement, report,
       officer's certificate or other document prepared and furnished by such
      Seller, this representation shall be deemed to be made with respect to the
      original statement, report, officer's certificate or other document as so
      corrected, modified or supplemented;

                  (ix) it is not, nor with the giving of notice or lapse of time
      or both would be, in violation of or in default under any indenture,
      mortgage, deed of trust, loan agreement or other agreement or instrument
      to which it is a party or by which it or any of its properties is bound,
      except for violations and defaults which individually and in the aggregate
      would not have a material adverse effect on the transactions contemplated
      herein; the sale of the Mortgage Loans and the performance by such Seller
      of all of its obligations under this Agreement and the consummation by
      such Seller of the transactions herein contemplated do not conflict with
      or result in a breach of any of the terms or provisions of, or constitute
      a default under, any material indenture, mortgage, deed of trust, loan
      agreement or other agreement or instrument to which such Seller is a party
      or by which such Seller is bound or to which any of the property or assets
      of such Seller is subject, nor does any such action result in any
      violation of the provisions of any applicable law or statute or any order,
      rule or regulation of any court or governmental agency or body having
      jurisdiction over such Seller, or any of its properties, except for
      conflicts, breaches, defaults and violations which individually and in the
      aggregate would not have a material adverse effect on the transactions
      contemplated herein; and no consent, approval, authorization, order,
      license, registration or qualification of or with any such court or
      governmental agency or body is required for the consummation by such
      Seller of the transactions contemplated by this Agreement, other than any
      consent, approval, authorization, order, license, registration or
      qualification that has been obtained or made;

                  (x) it has either (A) not dealt with any Person (other than
      the Purchaser or the Dealers or their respective affiliates or any
      servicer of a Mortgage Loan) that may be entitled to any commission or
      compensation in connection with the sale or purchase of the Mortgage Loans
      or entering into this Agreement or (B) paid in full any such commission or
      compensation (except with respect to any servicer of a Mortgage Loan, any
      commission or compensation that may be due and payable to such servicer if
      such servicer is terminated and does not continue to act as a servicer);

                  (xi) it is solvent and the sale of the Mortgage Loans
      hereunder will not cause it to become insolvent; and the sale of the
      Mortgage Loans is not undertaken with the intent to hinder, delay or
      defraud any of such Seller's creditors; and

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

            (b) The Purchaser represents and warrants to the Seller as of the
Closing Date that:

                  (i) it is a corporation duly organized, validly existing, and
      in good standing in the State of Delaware;

                  (ii) it is duly qualified as a foreign corporation in good
       standing in all jurisdictions in which ownership or lease of its property
      or the conduct of its business requires such qualification, except where
      the failure to be so qualified would not have a material adverse effect on
      the Purchaser, and the Purchaser is conducting its business so as to
      comply in all material respects with the applicable statutes, ordinances,
      rules and regulations of each jurisdiction in which it is conducting
      business;

                  (iii) it has the power and authority to own its property and
      to carry on its business as now conducted;

                  (iv) it has the power to execute, deliver and perform this
      Agreement, and neither the execution and delivery by the Purchaser of this
      Agreement, nor the consummation by the Purchaser of the transactions
      herein contemplated, nor the compliance by the Purchaser with the
      provisions hereof, will (A) conflict with or result in a breach of, or
      constitute a default under, any of the provisions of the certificate of
      incorporation or by-laws of the Purchaser or any of the provisions of any
      law, governmental rule, regulation, judgment, decree or order binding on
      the Purchaser or any of its properties, or any indenture, mortgage,
      contract or other instrument to which the Purchaser is a party or by which
      it is bound, or (B) result in the creation or imposition of any lien,
      charge or encumbrance upon any of the Purchaser's property pursuant to the
      terms of any such indenture, mortgage, contract or other instrument;

                  (v) this Agreement constitutes a legal, valid and binding
      obligation of the Purchaser enforceable against it in accordance with its
      terms (except as enforcement thereof may be limited by (a) bankruptcy,
      receivership, conservatorship, reorganization, insolvency, moratorium or
      other laws affecting the enforcement of creditors' rights generally and
      (b) general equitable principles (regardless of whether enforcement is
      considered in a proceeding in equity or law));

                  (vi) there are no legal or governmental proceedings pending to
      which the Purchaser is a party or of which any property of the Purchaser
       is the subject which, if determined adversely to the Purchaser, might
      interfere with or adversely affect the consummation of the transactions
      contemplated herein and in the Pooling and Servicing Agreement; to the
      best of the Purchaser's knowledge, no such proceedings are threatened or
      contemplated by governmental authorities or threatened by others;

                  (vii) it is not in default with respect to any order or decree
      of any court or any order, regulation or demand of any federal, state
      municipal or governmental agency, which default might have consequences
      that would materially and adversely affect the condition (financial or
      other) or operations of the Purchaser or its properties or might have
      consequences that would materially and adversely affect its performance
      hereunder;

                  (viii) it has not dealt with any broker, investment banker,
      agent or other person, other than the Seller, the Dealers and their
      respective affiliates, that may be entitled to any commission or
      compensation in connection with the sale or purchase of the Mortgage Loans
      or the consummation of any of the transactions contemplated hereby;

                  (ix) all consents, approvals, authorizations, orders or
      filings of or with any court or governmental agency or body, if any,
      required for the execution, delivery and performance of this Agreement by
      the Purchaser have been obtained or made; and

                   (x) it has not intentionally violated any provisions of the
      United States Bank Secrecy Act, the United States Money Laundering Control
      Act of 1986 or the United States International Money Laundering Abatement
      and Anti-Terrorism Financing Act of 2001.

            (c) The Seller further makes the representations and warranties as
to the Mortgage Loans set forth in Exhibit B as of the Closing Date (or as of
such other date specifically provided in the particular representation or
warranty, if any), which representations and warranties are subject to the
exceptions thereto set forth in Exhibit C. Neither the delivery by the Seller of
the Mortgage Files, Servicing Files, or any other documents required to be
delivered under Section 2.01 of the Pooling and Servicing Agreement, nor the
review thereof or any other due diligence by the Trustee, applicable Master
Servicer, Special Servicer, a Certificate Owner or any other Person shall
relieve the Seller of any liability or obligation with respect to any
representation or warranty or otherwise under this Agreement or constitute
notice to any Person of a Breach or Defect.

            (d) Pursuant to this Agreement or Section 2.03(b) of the Pooling and
Servicing Agreement, the Seller and the Purchaser shall be given notice of any
Breach or Defect that materially and adversely affects the value of a Mortgage
Loan, the value of the related Mortgaged Property or the interests of the
Trustee or any Certificateholder therein.

            (e) Upon notice pursuant to Section 6(d) above, the Seller shall,
not later than 90 days from the earlier of the Seller's receipt of the notice
or, in the case of a Defect or Breach relating to a Mortgage Loan not being a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, but
without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that
causes a defective mortgage loan to be treated as a qualified mortgage, the
Seller's discovery of such Breach or Defect (the "Initial Resolution Period"),
(i) cure such Defect or Breach, as the case may be, in all material respects,
(ii) repurchase the affected Mortgage Loan at the applicable Repurchase Price
(as defined below) or (iii) substitute a Qualified Substitute Mortgage Loan (as
defined below) for such affected Mortgage Loan (provided that in no event shall
any such substitution occur later than the second anniversary of the Closing
Date) and pay the applicable Master Servicer for deposit into the Certificate
Account, any Substitution Shortfall Amount (as defined below) in connection
therewith; provided, however, that if such Breach or Defect is capable of being
cured but is not cured within the Initial Resolution Period, and the Seller has
commenced and is diligently proceeding with the cure of such Breach or Defect
within the Initial Resolution Period, the Seller shall have an additional 90
days commencing immediately upon the expiration of the Initial Resolution Period
(the "Extended Resolution Period") to complete such cure (or, failing such cure,
to repurchase the related Mortgage Loan or substitute a Qualified Substitute
Mortgage Loan as described above); and provided, further, that with respect to
the Extended Resolution Period the Seller shall have delivered an officer's
certificate to the applicable Master Servicer and the Trustee setting forth the
reason such Breach or Defect is not capable of being cured within the Initial
Resolution Period and what actions the Seller is pursuing in connection with the
cure thereof and stating that the Seller anticipates that such Breach or Defect
will be cured within the Extended Resolution Period. Notwithstanding the
foregoing, any Defect or Breach which causes any Mortgage Loan not to be a
"qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code,
without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) which
causes a defective mortgage loan to be treated as a qualified mortgage) shall be
deemed to materially and adversely affect the interests of the holders of the
Certificates therein, and such Mortgage Loan shall be repurchased or a Qualified
Substitute Mortgage Loan substituted in lieu thereof without regard to the
extended cure period described in the preceding sentence. If the affected
Mortgage Loan is to be repurchased, the Seller shall remit the Repurchase Price
(defined below) in immediately available funds to the Trustee.

            If any Breach pertains to a representation or warranty that the
related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with
any particular action or matter under such Mortgage Loan document(s), then the
Seller shall not be required to repurchase such Mortgage Loan and the sole
remedy with respect to any Breach of such representation shall be to cure such
Breach within the applicable cure period (as the same may be extended) by
reimbursing the Trust Fund (by wire transfer of immediately available funds) the
reasonable amount of any such costs and expenses incurred by the applicable
Master Servicer, the Special Servicer, the Trustee or the Trust Fund that are
the basis of such Breach and have not been reimbursed by the related Mortgagor;
provided, however, that in the event any such costs and expenses exceed $10,000,
the Seller shall have the option to either repurchase or substitute for the
related Mortgage Loan as provided above or pay such costs and expenses. Except
as provided in the proviso to the immediately preceding sentence, the Seller
shall remit the amount of such costs and expenses and upon its making such
remittance, the Seller shall be deemed to have cured such Breach in all
respects. To the extent any fees or expenses that are the subject of a cure by
the Seller are subsequently obtained from the related Mortgagor, the portion of
the cure payment equal to such fees or expenses obtained from the Mortgagor
shall be returned to the Seller pursuant to Section 2.03(f) of the Pooling and
Servicing Agreement.

            Any of the following will cause a document in the Mortgage File to
be deemed to have a Defect and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in a Mortgage Loan and to
be deemed to materially and adversely affect the interests of the
Certificateholders in and the value of a Mortgage Loan: (a) the absence from the
Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage
Note that appears to be regular on its face; (b) the absence from the Mortgage
File of the original signed Mortgage that appears to be regular on its face,
unless there is included in the Mortgage File a certified copy of the Mortgage
and a certificate stating that the original signed Mortgage was sent for
recordation; (c) the absence from the Mortgage File of the lender's title
insurance policy (or if the policy has not yet been issued, an original or copy
of a "marked up" written commitment or the pro forma or specimen title insurance
policy or a commitment to issue the same pursuant to written escrow instructions
signed by the title insurance company) called for by clause (ix) of the
definition of "Mortgage File" in the Pooling and Servicing Agreement; (d) the
absence from the Mortgage File of any required letter of credit; (e) with
respect to any leasehold mortgage loan, the absence from the related Mortgage
File of a copy (or an original, if available) of the related Ground Lease; or
(f) the absence from the Mortgage File of any intervening assignments required
to create a complete chain of assignments to the Trustee on behalf of the Trust,
unless there is included in the Mortgage File a certified copy of the
intervening assignment and a certificate stating that the original intervening
assignments were sent for recordation; provided, however, that no Defect (except
a Defect previously described in clauses (a) through (f) above) shall be
considered to materially and adversely affect the value of the related Mortgage
Loan, the value of the related Mortgaged Property or the interests of the
Trustee or Certificateholders unless the document with respect to which the
Defect exists is required in connection with an imminent enforcement of the
mortgagee's rights or remedies under the related Mortgage Loan, defending any
claim asserted by any borrower or third party with respect to the Mortgage Loan,
establishing the validity or priority of any lien on any collateral securing the
Mortgage Loan or for any immediate significant servicing obligation.
Notwithstanding the foregoing, the delivery of executed escrow instructions or a
commitment to issue a lender's title insurance policy, as provided in clause
(ix) of the definition of "Mortgage File" in the Pooling and Servicing
Agreement, in lieu of the delivery of the actual policy of lender's title
insurance, shall not be considered a Defect or Breach with respect to any
Mortgage File if such actual policy is delivered to the Trustee or a Custodian
on its behalf within 18 months after the Closing Date.

            Subject to the applicable time periods for cure, substitution or
repurchase provided in this Agreement, if the Seller contests its obligation to
cure, repurchase or substitute for a Mortgage Loan under the terms of this
Agreement (a "Repurchase Claim") and the Special Servicer determines that it is
in the best interest of the Certificateholders to proceed with a liquidation of
a Defaulted Mortgage Loan while pursuing the Repurchase Claim, after the Initial
Resolution Period, the Special Servicer may proceed with such liquidation
without waiving the Trust Fund's right in the event the Repurchase Claim is
determined to be valid as set forth below, to require the Seller to pay an
amount up to, but not exceeding, the amount, if any, by which the Purchase Price
of the related Mortgage Loan exceeds the aggregate of all amounts received from
the liquidation of such Mortgage Loan (such excess amount, the "Liquidation
Shortfall Amount"); provided that (i) the Special Servicer shall not actively
market the related Mortgage Loan for sale to prospective purchasers during the
Initial Resolution Period, (ii) any such action is consistent with the Servicing
Standard, (iii) the terms of the liquidation have been agreed to pursuant to an
arm's length negotiation with an unaffiliated third party purchaser, and (iv)
prior to the consummation of any such liquidation, the Seller receives ten (10)
days prior written notice of the agreed terms of such liquidation from the
Special Servicer and the Seller shall have the option during such 10 day period
to irrevocably agree to purchase the related Mortgage Loan on such agreed terms
and to consummate such purchase within thirty (30) days after receipt of such
notice. In the event that a court of competent jurisdiction determines, or the
Seller and the Special Servicer agree, that the Repurchase Claim is valid, the
Special Servicer shall have the right on behalf of the Trust Fund to take any
action or file any claim in a court of competent jurisdiction to require the
payment by the Seller of the Liquidation Shortfall Amount on such Repurchase
Claim, subject to any rights of the related Mortgage Loan Seller to assert a
claim or defense in any such proceeding that the Liquidation Shortfall Amount
should not be payable in whole or in part by the Seller.

            The "Repurchase Price" with respect to any Mortgage Loan or REO Loan
to be repurchased pursuant to this Agreement and Section 2.03 of the Pooling and
Servicing Agreement, shall have the meaning given to the term "Purchase Price"
in the Pooling and Servicing Agreement.

            A "Qualified Substitute Mortgage Loan" with respect to any Mortgage
Loan or REO Loan to be substituted pursuant to this Agreement and Section 2.03
of the Pooling and Servicing Agreement, shall have the meaning given to such
term in the Pooling and Servicing Agreement.

            A "Substitution Shortfall Amount" with respect to any Mortgage Loan
or REO Loan to be substituted pursuant to this Agreement and Section 2.03 of the
Pooling and Servicing Agreement, shall have the meaning given to such term in
the Pooling and Servicing Agreement.

            In connection with any repurchase or substitution of one or more
Mortgage Loans contemplated hereby, (i) the Purchaser shall execute and deliver,
or cause the execution and delivery of, such endorsements and assignments,
without recourse, as shall be necessary to vest in the Seller the legal and
beneficial ownership of each repurchased Mortgage Loan or replaced Mortgage
Loan, as applicable, (ii) the Purchaser shall deliver, or cause the delivery, to
the Seller of all portions of the Mortgage File and other documents (including
the Servicing File) pertaining to such Mortgage Loan possessed by the Trustee,
or on the Trustee's behalf, and (iii) the Purchaser shall release, or cause to
be released, to the Seller any escrow payments and reserve funds held by the
Trustee, or on the Trustee's behalf, in respect of such repurchased or replaced
Mortgage Loans.

            (f) The representations and warranties of the parties hereto shall
survive the execution and delivery and any termination of this Agreement and
shall inure to the benefit of the respective parties, notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes or assignment of
Mortgage or the examination of the Mortgage Files.

            (g) Each party hereby agrees to promptly notify the other party of
any Breach of a representation or warranty contained in this Section 6. The
Seller's obligation to cure any Breach or Defect or repurchase or substitute for
the affected Mortgage Loan pursuant to Section 6(e) shall constitute the sole
remedy available to the Purchaser and the Trustee on behalf of the
Certificateholders in connection with a Breach or Defect. It is acknowledged and
agreed that the representations and warranties are being made for risk
allocation purposes; provided, however, that no limitation of remedy is implied
with respect to the Seller's breach of its obligation to cure, repurchase or
substitute in accordance with the terms and conditions of this Agreement.

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

            (a)