Bear Stearns Commercial Mortgage Securities Trust 2007-TOP26 – ‘8-K’ for 4/18/07 – EX-4

On:  Thursday, 5/3/07, at 6:54pm ET   ·   As of:  5/4/07   ·   For:  4/18/07   ·   Accession #:  914121-7-1164   ·   File #:  333-130789-05

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     22K 
 2: EX-1        Underwriting Agreement                                34    120K 
 3: EX-4        Pooling and Servicing Agreement                    1,140   3.75M 
 4: EX-10.1     Primary Servicing Agreement                           79    282K 
 5: EX-10.2     Mortgage Loan Purchase Agreement                      65    252K 
 6: EX-10.3     Mortgage Loan Purchase Agreement                      64    252K 
 7: EX-10.4     Mortgage Loan Purchase Agreement                      59    215K 
 8: EX-10.5     Mortgage Loan Purchase Agreement                      56    210K 

EX-4   —   Pooling and Servicing Agreement
Exhibit Table of Contents

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                                                                       EXHIBIT 4

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      BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
 as Depositor,

 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Master Servicer,

CENTERLINE SERVICING INC.,
as Special Servicer,

LASALLE BANK NATIONAL ASSOCIATION,
 as Trustee and Custodian,

 and

       WELLS FARGO BANK, NATIONAL ASSOCIATION,
      as Paying Agent, Certificate Registrar and Authenticating Agent,

 POOLING AND SERVICING AGREEMENT

 Dated as of April 1, 2007

       COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
 SERIES 2007-TOP26

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                                         ARTICLE I                                       
                                        DEFINITIONS                                      

                                                                                     Page
                                                                                         
Section 1.1    Definitions..............................................................5
Section 1.2    Calculations Respecting Mortgage Loans..................................78
Section 1.3    Calculations Respecting Accrued Interest................................79
Section 1.4    Interpretation..........................................................79
Section 1.5    ARD Loans...............................................................80
Section 1.6    Certain Matters with respect to Loan Pairs                                
                 and A/B Mortgage Loans................................................80

                                        ARTICLE II                                       
                                   DECLARATION OF TRUST;                                 
                                 ISSUANCES OF CERTIFICATES                               

Section 2.1    Conveyance of Mortgage Loans............................................82
Section 2.2    Acceptance by Trustee...................................................86
Section 2.3    Sellers' Repurchase of Mortgage Loans for Material Document               
                 Defects and Material Breaches of Representations and Warranties.......88
Section 2.4    Representations and Warranties..........................................94
Section 2.5    Conveyance of Interests.................................................95
Section 2.6    Certain Matters Relating to Non-Serviced Mortgage Loans.................96

                                        ARTICLE III                                      
                                     THE CERTIFICATES                                    

Section 3.1    The Certificates........................................................96
Section 3.2    Registration............................................................97
Section 3.3    Transfer and Exchange of Certificates...................................97
Section 3.4    Mutilated, Destroyed, Lost or Stolen Certificates......................103
Section 3.5    Persons Deemed Owners..................................................104
Section 3.6    Access to List of Certificateholders' Names and Addresses..............104
Section 3.7    Book-Entry Certificates................................................104
Section 3.8    Notices to Clearing Agency.............................................108
Section 3.9    Definitive Certificates................................................108

                                        ARTICLE IV                                       
                                         ADVANCES                                        

Section 4.1    P&I Advances by Master Servicer........................................109
Section 4.1A   P&I Advances with Respect to Non-Serviced Mortgage Loans and              
                 Serviced Pari Passu Mortgage Loans...................................109
Section 4.2    Servicing Advances.....................................................110
Section 4.3    Advances by the Trustee................................................111
Section 4.4    Evidence of Nonrecoverability..........................................112

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Section 4.5    Interest on Advances; Calculation of Outstanding Advances with            
                 Respect to a Mortgage Loan...........................................113
Section 4.6    Reimbursement of Advances and Advance Interest.........................113

                                         ARTICLE V                                       
                                ADMINISTRATION OF THE TRUST                              

Section 5.1    Collections............................................................115
Section 5.2    Application of Funds in the Certificate Account and Interest              
                 Reserve Account......................................................120
Section 5.3    Distribution Account and Reserve Account...............................129
Section 5.4    Paying Agent Reports...................................................131
Section 5.5    Paying Agent Tax Reports...............................................133

                                        ARTICLE VI                                       
                                       DISTRIBUTIONS                                     

Section 6.1    Distributions Generally................................................133
Section 6.2    REMIC I................................................................134
Section 6.3    REMIC II...............................................................135
Section 6.4    Reserved...............................................................136
Section 6.5    REMIC III..............................................................136
Section 6.6    Allocation of Realized Losses, Expense Losses and Shortfalls Due          
                 to Nonrecoverability.................................................144
Section 6.7    Prepayment Interest Shortfalls and Net Aggregate Prepayment               
                 Interest Shortfalls..................................................147
Section 6.8    Adjustment of Servicing Fees...........................................147
Section 6.9    Appraisal Reductions...................................................147
Section 6.10   Compliance with Withholding Requirements...............................148
Section 6.11   Prepayment Premiums....................................................148

                                        ARTICLE VII                                      
                       CONCERNING THE TRUSTEE, THE PAYING AGENT AND                      
                               THE LUXEMBOURG PAYING AGENT                               

Section 7.1    Duties of the Trustee and the Paying Agent.............................149
Section 7.2    Certain Matters Affecting the Trustee and the Paying Agent.............151
Section 7.3    The Trustee and the Paying Agent Not Liable for Certificates or           
                 Interests or Mortgage Loans..........................................153
Section 7.4    The Trustee and the Paying Agent May Own Certificates..................154
Section 7.5    Eligibility Requirements for the Trustee and the Paying Agent..........154
Section 7.6    Resignation and Removal of the Trustee or the Paying Agent.............155
Section 7.7    Successor Trustee or Paying Agent......................................157
Section 7.8    Merger or Consolidation of Trustee or Paying Agent.....................158
Section 7.9    Appointment of Co-Trustee, Separate Trustee, Agents or Custodian.......158
Section 7.10   Authenticating Agents..................................................160
Section 7.11   Indemnification of Trustee and the Paying Agent........................161

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Section 7.12   Fees and Expenses of Trustee and the Paying Agent......................163
Section 7.13   Collection of Moneys...................................................163
Section 7.14   Trustee To Act; Appointment of Successor...............................163
Section 7.15   Notification to Holders................................................165
Section 7.16   Representations and Warranties of the Trustee and the Paying Agent.....166
Section 7.17   Fidelity Bond and Errors and Omissions Insurance Policy Maintained        
                 by the Trustee and the Paying Agent..................................167
Section 7.18   Appointment of Luxembourg Paying Agent; Notification to                   
                 Certificateholders...................................................168
Section 7.19   Appointment of a Fiscal Agent..........................................169

                                       ARTICLE VIII                                      
                      ADMINISTRATION AND SERVICING OF MORTGAGE LOANS                     

Section 8.1    Servicing Standard; Servicing Duties...................................170
Section 8.2    Fidelity Bond and Errors and Omissions Insurance Policy Maintained        
                 by the Master Servicer...............................................172
Section 8.3    Master Servicer's General Power and Duties.............................173
Section 8.4    Primary Servicing and Sub-Servicing....................................179
Section 8.5    Servicers May Own Certificates.........................................182
Section 8.6    Maintenance of Hazard Insurance, Other Insurance, Taxes and Other......182
Section 8.7    Enforcement of Due-On-Sale Clauses; Assumption Agreements;                
                 Due-On-Encumbrance Clause............................................185
Section 8.8    Trustee to Cooperate; Release of Trustee Mortgage Files................189
Section 8.9    Documents, Records and Funds in Possession of Master Servicer to          
                 be Held for the Trustee for the Benefit of the                          
                 Certificateholders...................................................191
Section 8.10   Servicing Compensation.................................................191
Section 8.11   Master Servicer Reports; Account Statements............................192
Section 8.12   Reserved...............................................................195
Section 8.13   Reserved...............................................................195
Section 8.14   CMSA Operating Statement Analysis Reports Regarding the Mortgaged         
                 Properties...........................................................195
Section 8.15   Other Available Information and Certain Rights of the Master              
                 Servicer.............................................................196
Section 8.16   Rule 144A Information..................................................198
Section 8.17   Inspections............................................................199
Section 8.18   Modifications, Waivers, Amendments, Extensions and Consents............199
Section 8.19   Specially Serviced Mortgage Loans......................................202
Section 8.20   Representations, Warranties and Covenants of the Master Servicer.......203
Section 8.21   Merger or Consolidation................................................204
Section 8.22   Resignation of Master Servicer.........................................205
Section 8.23   Assignment or Delegation of Duties by Master Servicer..................205
Section 8.24   Limitation on Liability of the Master Servicer and Others..............206
Section 8.25   Indemnification; Third-Party Claims....................................208
Section 8.26   Reserved...............................................................211
Section 8.27   Compliance with REMIC Provisions and Grantor Trust Provisions..........211
Section 8.28   Termination............................................................212

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Section 8.29   Procedure Upon Termination.............................................215
Section 8.30   Operating Adviser Contact with Master Servicer and Special Servicer....217
Section 8.31   Certain Matters with Respect to Joint Mortgage Loans...................217

                                             ARTICLE IX                                  
                         ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED              
                                 MORTGAGE LOANS BY SPECIAL SERVICER                      

Section 9.1    Duties of Special Servicer.............................................221
Section 9.2    Fidelity Bond and Errors and Omissions Insurance Policy of Special        
                 Servicer.............................................................223
Section 9.3    Sub-Servicers..........................................................223
Section 9.4    Special Servicer General Powers and Duties.............................224
Section 9.5    "Due-on-Sale" Clauses; Assignment and Assumption Agreements;              
                 Modifications of Specially Serviced Mortgage Loans;                     
                 Due-On-Encumbrance Clauses...........................................227
Section 9.6    Release of Mortgage Files..............................................231
Section 9.7    Documents, Records and Funds in Possession of Special Servicer To         
                 Be Held for the Trustee..............................................232
Section 9.8    Representations, Warranties and Covenants of the Special Servicer......233
Section 9.9    Standard Hazard, Flood and Comprehensive General Liability                
                 Insurance Policies...................................................234
Section 9.10   Presentment of Claims and Collection of Proceeds.......................236
Section 9.11   Compensation to the Special Servicer...................................237
Section 9.12   Realization Upon Defaulted Mortgage Loans..............................238
Section 9.13   Foreclosure............................................................240
Section 9.14   Operation of REO Property..............................................240
Section 9.15   Sale of REO Property...................................................244
Section 9.16   Realization on Collateral Security.....................................245
Section 9.17   Reserved...............................................................245
Section 9.18   Reserved...............................................................245
Section 9.19   Reserved...............................................................245
Section 9.20   Merger or Consolidation................................................245
Section 9.21   Resignation of Special Servicer........................................245
Section 9.22   Assignment or Delegation of Duties by Special Servicer.................246
Section 9.23   Limitation on Liability of the Special Servicer and Others.............247
Section 9.24   Indemnification; Third-Party Claims....................................249
Section 9.25   Reserved...............................................................251
Section 9.26   Special Servicer May Own Certificates..................................251
Section 9.27   Tax Reporting..........................................................251
Section 9.28   Application of Funds Received..........................................251
Section 9.29   Compliance with REMIC Provisions and Grantor Trust Provisions..........252
Section 9.30   Termination............................................................252
Section 9.31   Procedure Upon Termination.............................................255
Section 9.32   Certain Special Servicer Reports.......................................256
Section 9.33   Special Servicer to Cooperate with the Master Servicer, the               
                 Trustee and Paying Agent.............................................259
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Section 9.34   Reserved...............................................................260
Section 9.35   Reserved...............................................................260
Section 9.36   Sale of Defaulted Mortgage Loans.......................................260
Section 9.37   Operating Adviser; Elections...........................................263
Section 9.38   Limitation on Liability of Operating Adviser...........................265
Section 9.39   Duties of Operating Adviser............................................265
Section 9.40   Rights of the Holder of a B Note.......................................267

                                         ARTICLE X                                       
                           PURCHASE AND TERMINATION OF THE TRUST                         

Section 10.1   Termination of Trust Upon Repurchase or Liquidation of All                
                 Mortgage Loans.......................................................268
Section 10.2   Procedure Upon Termination of Trust....................................270
Section 10.3   Additional Trust Termination Requirements..............................271

                                        ARTICLE XI                                       
                               RIGHTS OF CERTIFICATEHOLDERS                              

Section 11.1   Limitation on Rights of Holders........................................272
Section 11.2   Access to List of Holders..............................................273
Section 11.3   Acts of Holders of Certificates........................................273

                                        ARTICLE XII                                      
                          REMIC AND GRANTOR TRUST ADMINISTRATION                         

Section 12.1   REMIC Administration...................................................274
Section 12.2   Prohibited Transactions and Activities.................................279
Section 12.3   Modifications of Mortgage Loans........................................280
Section 12.4   Liability with Respect to Certain Taxes and Loss of REMIC Status.......280
Section 12.5   Class P Grantor Trust..................................................280

                                       ARTICLE XIII                                      
                    EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE                  

Section 13.1   Intent of the Parties; Reasonableness..................................281
Section 13.2   Information to be Provided by the Master Servicer, the Special            
                 Servicer, any Primary Servicer and the Paying Agent..................282
Section 13.3   Filing Obligations.....................................................283
Section 13.4   Form 10-D Filings......................................................283
Section 13.5   Form 10-K Filings......................................................285
Section 13.6   Sarbanes-Oxley Certification...........................................287
Section 13.7   Form 8-K Filings.......................................................288
Section 13.8   Form 15 Filing; Incomplete Exchange Act Filings; Amendments to            
                 Exchange Act Reports.................................................290
Section 13.9   Annual Compliance Statements...........................................291
Section 13.10  Annual Reports on Assessment of Compliance with Servicing Criteria.....292

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Section 13.11  Annual Independent Public Accountants' Servicing Report................294
Section 13.12  Indemnification........................................................295
Section 13.13  Amendments.............................................................296
Section 13.14  Exchange Act Report Signatures.........................................296
Section 13.15  Termination of the Paying Agent and Sub-Servicers......................296

                                        ARTICLE XIV                                      
                                 MISCELLANEOUS PROVISIONS                                

Section 14.1   Binding Nature of Agreement............................................297
Section 14.2   Entire Agreement.......................................................297
Section 14.3   Amendment..............................................................297
Section 14.4   GOVERNING LAW..........................................................300
Section 14.5   Notices................................................................300
Section 14.6   Severability of Provisions.............................................301
Section 14.7   Indulgences; No Waivers................................................301
Section 14.8   Headings Not to Affect Interpretation..................................301
Section 14.9   Benefits of Agreement..................................................301
Section 14.10  Special Notices to the Rating Agencies.................................302
Section 14.11  Counterparts...........................................................304
Section 14.12  Intention of Parties...................................................304
Section 14.13  Recordation of Agreement...............................................305
Section 14.14  Rating Agency Monitoring Fees..........................................305
Section 14.15  Acknowledgement by Primary Servicer....................................305

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EXHIBITS AND SCHEDULES
----------------------

EXHIBIT A-1      Form of Class A-1 Certificate                                  
EXHIBIT A-2      Form of Class A-2 Certificate                                  
EXHIBIT A-3      Form of Class A-3 Certificate                                  
EXHIBIT A-4      Form of Class A-AB Certificate                                 
EXHIBIT A-5      Form of Class A-4 Certificate                                  
EXHIBIT A-6      Form of Class A-1A Certificate                                 
EXHIBIT A-7      Form of Class A-M Certificate                                  
EXHIBIT A-8      Form of Class A-J Certificate                                  
EXHIBIT A-9      Form of Class B Certificate                                    
EXHIBIT A-10     Form of Class C Certificate                                    
EXHIBIT A-11     Form of Class D Certificate                                    
EXHIBIT A-12     Form of Class E Certificate                                    
EXHIBIT A-13     Form of Class F Certificate                                    
EXHIBIT A-14     Form of Class G Certificate                                    
EXHIBIT A-15     Form of Class H Certificate                                    
EXHIBIT A-16     Form of Class J Certificate                                    
EXHIBIT A-17     Form of Class K Certificate                                    
EXHIBIT A-18     Form of Class L Certificate                                    
EXHIBIT A-19     Form of Class M Certificate                                    
EXHIBIT A-20     Form of Class N Certificate                                    
EXHIBIT A-21     Form of Class O Certificate                                    
EXHIBIT A-22     Form of Class P Certificate                                    
EXHIBIT A-23     Form of Class R-I Certificate                                  
EXHIBIT A-24     Form of Class R-II Certificate                                 
EXHIBIT A-25     Form of Class R-III Certificate                                
EXHIBIT A-26     Form of Class X-1 Certificate                                  
EXHIBIT A-27     Form of Class X-2 Certificate                                  
EXHIBIT B-1      Form of Initial Certification of Trustee (Section 2.2)         
EXHIBIT B-2      Form of Final Certification of Trustee (Section 2.2)           
EXHIBIT C        Form of Request for Release                                    
EXHIBIT D-1      Form of Transferor Certificate for Transfers to Definitive     
Privately                                     
Offered Certificates (Section 3.3(c))         
EXHIBIT D-2A     Form I of Transferee Certificate for Transfers of Definitive   
Privately                                     
Offered Certificates (Section 3.3(c))         
EXHIBIT D-2B     Form II of Transferee Certificate for Transfers of Definitive  
Privately                                     
Offered Certificates (Section 3.3(c))         
EXHIBIT D-3A     Form I of Transferee Certificate for Transfers of Interests in 
Book-Entry                                    
 Privately Offered Certificates (Section 3.3(c))
EXHIBIT D-3B     Form II of Transferee Certificate for Transfers of Interests in
Book-Entry                                    
 Privately Offered Certificates (Section 3.3(c))
EXHIBIT E-1      Form of Transfer Affidavit and Agreement (Section 3.3(e))      
EXHIBIT E-2      Form of Transfer Affidavit and Agreement (Section 3.3(e))      
EXHIBIT F        Form of Regulation S Certificate                               
EXHIBIT G-1      Form of Principal Primary Servicing Agreement                  
EXHIBIT G-2      Reserved                                                       

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EXHIBIT H        Form of Exchange Certification                                 
EXHIBIT I        Form of Euroclear Bank or Clearstream Bank Certificate (Section
3.7(d))                                       
EXHIBIT J        List of Loans as to Which Excess Servicing Fees Are Paid       
("Excess Servicing Fee")                      
EXHIBIT K-1      Form of Mortgage Loan Purchase Agreement I (BSCMI)             
EXHIBIT K-2      Form of Mortgage Loan Purchase Agreement II (Wells Fargo)      
EXHIBIT K-3      Form of Mortgage Loan Purchase Agreement III (Principal II)    
EXHIBIT K-4      Form of Mortgage Loan Purchase Agreement IV (MSMC)             
EXHIBIT L        Form of Inspection Report                                      
EXHIBIT M        Form of Monthly Certificateholders Reports (Section 5.4(a))    
EXHIBIT N        Form of CMSA Operating Statement Analysis Report               
EXHIBIT O        Reserved                                                       
EXHIBIT P        Reserved                                                       
EXHIBIT Q        Reserved                                                       
EXHIBIT R        Reserved                                                       
EXHIBIT S-1      Form of Power of Attorney to Master Servicer (Section 8.3(c))  
EXHIBIT S-2      Form of Power of Attorney to Special Servicer (Section 9.4(a)  
EXHIBIT T        Form of Debt Service Coverage Ratio Procedures                 
EXHIBIT U        Form of Assignment and Assumption Submission to Special        
Servicer (Section 8.7(a))                     
EXHIBIT V        Form of Additional Lien, Monetary Encumbrance and Mezzanine    
               Financing Submission Package to the Special Servicer (Section
8.7(e))                                       
EXHIBIT W        Restricted Servicer Reports                                    
EXHIBIT X        Unrestricted Servicer Reports                                  
EXHIBIT Y        Investor Certificate (Section 5.4(a))                          
EXHIBIT Z        Form of Notice and Certification Regarding Defeasance of       
Mortgage Loans                                
EXHIBIT AA       Form of Wells Fargo primary servicing agreement (Section       
8.29(b))                                      
EXHIBIT BB       Controlling Class Certificateholder's Reports Checklist        
EXHIBIT CC       Form of Performance Certification (Section 13.6)               
EXHIBIT CC-1     Reporting Servicer Form of Performance Certification (Section  
13.6)                                         
EXHIBIT DD       Form of Notice with respect to Non-Serviced Mortgage Loans     
SCHEDULE I       BSCMI Loan Schedule                                            
SCHEDULE II      Wells Fargo Loan Schedule                                      
SCHEDULE III     Principal II Loan Schedule                                     
SCHEDULE IV      MSMC Loan Schedule                                             
SCHEDULE V       Reserved                                                       
SCHEDULE VI      List of Escrow Accounts Not Currently Eligible Accounts        
(Section 8.3(e))                              
SCHEDULE VII     Certain Escrow Accounts for Which a Report Under Section 5.1(g)
is Required                                   
SCHEDULE VIII    List of Mortgagors that are Third-Party Beneficiaries Under    
Section 2.3(a)                                
SCHEDULE IX      Rates Used in Determination of Class X Pass-Through Rates      
     ("Class X-1 Strip Rate" and "Class X-2 Strip Rate")
SCHEDULE X       Mortgage Loans Secured by Mortgaged Properties Covered by an   
Environmental Insurance Policy                

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SCHEDULE XI      List of Mortgage Loans that have Scheduled Payments after the  
end of a Collection Period                    
SCHEDULE XII     Loans that Accrue on an Actual/360 basis, but whose Servicing  
Fees Accrue on a 30/360 Basis                 
SCHEDULE XIII    Class A-AB Planned Principal Balance                           
SCHEDULE XIV     Servicing Criteria to be Addressed in Assessment of Compliance 
SCHEDULE XV      Additional Form 10-D Disclosure                                
SCHEDULE XVI     Additional Form 10-K Disclosure                                
SCHEDULE XVII    Form 8-K Disclosure Information                                
SCHEDULE XVIII   Additional Disclosure Notification                             
SCHEDULE XIX     Seller Sub-Servicers                                           

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               THIS POOLING AND SERVICING AGREEMENT is dated as of April 1, 2007
(this "Agreement") between .BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC., a 
Delaware corporation, as depositor (the "Depositor"), WELLS FARGO BANK, NATIONAL
ASSOCIATION, as master servicer (the "Master Servicer"), CENTERLINE SERVICING   
INC. (formerly known as ARCap Servicing, Inc.), as special servicer (the        
"Special Servicer"), LASALLE BANK NATIONAL ASSOCIATION, as trustee and custodian
of the Trust (the "Trustee") and WELLS FARGO BANK, NATIONAL ASSOCIATION, only in
its capacity as paying agent (the "Paying Agent"), certificate registrar and    
authenticating agent.                                                           

 PRELIMINARY STATEMENT

          On the Closing Date, the Depositor will acquire the Mortgage
Loans from Morgan Stanley Mortgage Capital Inc., as seller ("MSMC"), Principal  
Commercial Funding II, LLC, as seller ("Principal II"), Bear Stearns Commercial 
Mortgage, Inc., as seller ("BSCMI") and Wells Fargo Bank, National Association, 
as seller ("Wells Fargo") and will be the owner of the Mortgage Loans and the   
other property being conveyed by it to the Trustee for inclusion in the Trust   
which is hereby created. On the Closing Date, the Depositor will acquire (i) the
REMIC I Regular Interests and the Class R-I Certificates as consideration for   
its transfer to the Trust of the Mortgage Loans (other than any Excess Interest 
payable thereon) and the other property constituting REMIC I; (ii) the REMIC II 
Regular Interests and the Class R-II Certificates as consideration for its      
transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III     
Certificates (other than the portion of the Class P Certificates representing   
the right to receive Excess Interest) as consideration for its transfer of the  
REMIC II Regular Interests to the Trust; and (iv) the portion of the Class P    
Certificates representing the right to receive Excess Interest as consideration 
for its transfer to the Trust of such right. The Depositor has duly authorized  
the execution and delivery of this Agreement to provide for the foregoing and   
the issuance of (A) the REMIC I Regular Interests and the Class R-I Certificates
representing in the aggregate the entire beneficial ownership of REMIC I, (B)   
the REMIC II Regular Interests and the Class R-II Certificates representing in  
the aggregate the entire beneficial ownership of REMIC II, and (C) the REMIC III
Certificates representing in the aggregate the entire beneficial ownership of   
REMIC III and, in the case of the Class P Certificates, the Class P Grantor     
Trust. Excess Interest received on the Mortgage Loans shall be held in the Class
P Grantor Trust for the benefit of the Class P Certificates. All covenants and  
agreements made by the Depositor and the Trustee herein with respect to the     
Mortgage Loans and the other property constituting the Trust are for the benefit
of the Holders of the REMIC I Regular Interests, the REMIC II Regular Interests,
the Residual Certificates and the REMIC Regular Certificates (including the     
Class P Certificates to the extent of their interest in any Excess Interest).   
The parties hereto are entering into this Agreement, and the Trustee is         
accepting the trusts created hereby, for good and valuable consideration, the   
receipt and sufficiency of which are hereby acknowledged.                       

      The Class A Senior, Class A-M and Class A-J Certificates
(collectively, the "Registered Certificates") will be offered for sale pursuant 
to the prospectus (the "Prospectus") dated September 13, 2006, as supplemented  
by a free writing prospectus dated March 22, 2007, as further supplemented by a 
free writing prospectus dated April 4, 2007 (together, the "Free Writing        
Prospectus", and together with the Prospectus, the "Preliminary Prospectus      
Supplement"), and as further supplemented by the final prospectus supplement    
dated April 5,                                                                  

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2007 (the "Prospectus Supplement", and together with the Prospectus, the "Final 
Prospectus Supplement"), and the Class X-1, Class X-2, Class B, Class C, Class  
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class O and Class P Certificates will be offered for sale pursuant to a      
Private Placement Memorandum dated April 5, 2007.                               

 REMIC I

             Each REMIC I Regular Interest (a "Corresponding REMIC I Regular
Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I  
Regular Interest will have a pass-through rate equal to the REMIC I Net Mortgage
Rate of the related Mortgage Loan, an initial principal amount (the initial     
"Certificate Balance") equal to the Scheduled Principal Balance as of the       
Cut-Off Date of the Mortgage Loan to which the Corresponding REMIC I Regular    
Interest relates, and a "latest possible maturity date" set to the Maturity Date
of the Mortgage Loan to which the Corresponding REMIC I Regular Interest        
relates. The Class R-I Certificate will be designated as the sole Class of      
residual interests in REMIC I and will have no Certificate Balance and no       
Pass-Through Rate, but will be entitled to receive the proceeds of any assets   
remaining in REMIC I after all Classes of REMIC I Regular Interests have been   
paid in full.                                                                   

REMIC II

            The REMIC II Regular Interests have the pass-through rates and
Certificate Balances set forth in the definition thereof. The Class R-II        
Certificates will be designated as the sole Class of residual interests in REMIC
II and will have no Certificate Balance and no Pass-Through Rate, but will be   
entitled to receive the proceeds of any assets remaining in REMIC II after all  
Classes of REMIC II Regular Interests have been paid in full.                   

   The following table sets forth the Class or Component
designation, the corresponding REMIC II Regular Interest (the "Corresponding    
REMIC II Regular Interest"), the Corresponding Components of the Class X-1 or   
Class X-2 Certificates and the initial Certificate Balance for each Class of    
Principal Balance Certificates (the "Corresponding Certificates").              

                                              Initial REMIC    Corresponding
                              Corresponding    II Regular      Components of
              Initial Class       REMIC         Interest        Class X-1 or
Corresponding     Certificate    II Regular      Certificate       Class X-2    
Certificates       Balance      Interests (1)      Balance      Certificates (1)
-------------   -------------   -------------   -------------   ----------------
Class A-1       $75,000,000       A-1-1          $9,265,000        A-1-1    
                              A-1-2         $65,735,000        A-1-2
Class A-2      $177,000,000       A-2-1         $11,722,000        A-2-1    
                              A-2-2         $80,198,000        A-2-2
                              A-2-3         $81,583,000        A-2-3
                              A-2-4          $3,497,000        A-2-4
Class A-3       $65,400,000        A-3          $65,400,000         A-3     
Class A-AB       $78,000,000       A-AB          $78,000,000         A-AB     
Class A-4      $991,880,000       A-4-1         $77,773,000        A-4-1    
                              A-4-2         $80,081,000        A-4-2

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                                              Initial REMIC    Corresponding
                              Corresponding    II Regular      Components of
              Initial Class       REMIC         Interest        Class X-1 or
Corresponding     Certificate    II Regular      Certificate       Class X-2    
Certificates       Balance      Interests (1)      Balance      Certificates (1)
-------------   -------------   -------------   -------------   ----------------
                              A-4-3         $75,823,000        A-4-3
                              A-4-4        $758,203,000        A-4-4
Class A-1A      $150,102,000      A-1A-1            $550,000        A-1A-1    
                              A-1A-2          $5,954,000        A-1A-2
                              A-1A-3          $6,110,000        A-1A-3
                              A-1A-4          $5,997,000        A-1A-4
                              A-1A-5         $24,066,000        A-1A-5
                              A-1A-6          $4,604,000        A-1A-6
                              A-1A-7          $4,386,000        A-1A-7
                              A-1A-8         $98,435,000        A-1A-8
Class A-M      $210,601,000        A-M         $210,601,000         A-M     
Class A-J      $160,583,000       A-J-1         $17,532,000        A-J-1    
                              A-J-2        $143,051,000        A-J-2
Class B        $42,120,000        B-1           $1,460,000         B-1    
                              B-2          $30,219,000         B-2
                              B-3          $10,441,000         B-3
Class C        $18,427,000         C           $18,427,000          C     
Class D        $28,958,000        D-1          $12,969,000         D-1    
                              D-2          $15,989,000         D-2
Class E        $15,795,000         E           $15,795,000          E     
Class F        $18,427,000        F-1           $8,345,000         F-1    
                              F-2          $10,082,000         F-2
Class G        $18,428,000         G           $18,428,000          G     
Class H        $18,427,000        H-1           $3,683,000         H-1    
                              H-2          $14,744,000         H-2
Class J         $2,633,000         J            $2,633,000          J     
Class K         $2,632,000         K            $2,632,000          K     
Class L         $5,265,000         L            $5,265,000          L     
Class M         $2,633,000         M            $2,633,000          M     
Class N         $5,265,000         N            $5,265,000          N     
Class O         $2,632,000         O            $2,632,000          O     
Class P        $15,795,971         P           $15,795,971          P     

(1) The REMIC II Regular Interests and the Components of the Class X-1 and Class
X-2 Certificates that correspond to any particular Class of Principal Balance   
Certificates also correspond to each other and, accordingly, constitute the     
"Corresponding REMIC II Regular Interest" and the "Corresponding Components,"   
respectively, with respect to each other.                                       

 REMIC III AND CLASS P GRANTOR TRUST

          The following sets forth the Class designation, Pass-Through
Rate, initial Aggregate Certificate Balance (or initial Notional Amount) and    
Final Scheduled Distribution                                                    

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Date for each Class of REMIC III Certificates comprising the interests in REMIC 
III created hereunder, and in the case of the Class P Certificates, the         
beneficial ownership interest in the Class P Grantor Trust.                     

REMIC III                             Initial Aggregate      Final Scheduled    
Interest          Initial Pass-     Certificate Balance or    Distribution      
Designation      Through Rate(a)       Notional Amount           Date(b)        
--------------   ---------------    ----------------------   ---------------    
Class A-1                  5.145%              $75,000,000     01/12/2012       
Class A-2                  5.330%             $177,000,000     03/12/2012       
Class A-3                  5.432%              $65,400,000     10/12/2014       
Class A-AB                 5.429%              $78,000,000     11/12/2016       
Class A-4                  5.471%             $991,880,000     03/12/2017       
Class A-1A                 5.446%             $150,102,000     03/12/2017       
Class A-M                  5.513%             $210,601,000     03/12/2017       
Class A-J                  5.566%             $160,583,000     01/12/2018       
Class B                    5.601%              $42,120,000     01/12/2022       
Class C                    5.638%              $18,427,000     02/12/2022       
Class D                    5.638%              $28,958,000     02/12/2022       
Class E                    5.638%              $15,795,000     02/12/2022       
Class F                    5.638%              $18,427,000     02/12/2022       
Class G                    5.638%              $18,428,000     02/12/2022       
Class H                    5.638%              $18,427,000     02/12/2022       
Class J                    5.152%               $2,633,000     02/12/2022       
Class K                    5.152%               $2,632,000     02/12/2022       
Class L                    5.152%               $5,265,000     02/12/2022       
Class M                    5.152%               $2,633,000     02/12/2022       
Class N                    5.152%               $5,265,000     02/12/2022       
Class O                    5.152%               $2,632,000     02/12/2022       
Class P(c)                 5.152%              $15,795,971     03/12/2027       
Class X-1                  0.036%           $2,106,003,971     03/12/2027       
Class X-2                  0.144%           $2,069,863,000     04/12/2014       
Class R-III(d)                N/A                      N/A           N/A        

(a) On each Distribution Date after the initial Distribution Date, the          
 Pass-Through Rate for each Class of Certificates (other than the Residual
    Certificates) will be determined as set forth herein under the definition of
"Pass-Through Rate." The initial Pass-Through Rates shown above are     
 approximate for the Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class X-1 and Class X-2 Certificates.                          

(b) The Final Scheduled Distribution Date for each Class of Certificates is the 
Distribution Date on which such Class is expected to be paid in full,   
assuming that timely payments (and no prepayments) will be made on the  
Mortgage Loans in accordance with their terms (except that each ARD Loan
will be prepaid in full on its Anticipated Repayment Date).             

(c) The Class P Certificates represent ownership of a REMIC III Regular Interest
  (entitled to the principal and interest set forth above). In addition, the
   Class P Certificates will be entitled to Excess Interest (which will not be
 a part of any REMIC Pool). The parties intend that (i) the portion of the
  Trust representing the Excess Interest and the Excess Interest Sub-account
   shall be treated as a grantor trust under subpart E of Part 1 of subchapter
  J of Chapter 1 of Subtitle A of the Code and (ii) the Class P Certificates
   (other than the portion thereof consisting of a REMIC III Regular Interest)
  shall represent undivided beneficial interests in the portion of the Trust
consisting of the entitlement to receive Excess Interest (the "Class P  
Grantor Trust").                                                        

(d) The Class R-III Certificates will be entitled to receive the proceeds of any
   remaining assets in REMIC III after the principal amounts of all Classes of
 Certificates have been reduced to zero and any Realized Losses previously
allocated thereto (and any interest thereon) have been reimbursed.      

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         As of the Cut-Off Date, the Mortgage Loans had an Aggregate
Principal Balance of $2,106,003,972.                                            

             As provided herein, with respect to the Trust, the Paying Agent
on behalf of the Trustee will make an election for the segregated pool of assets
described in the first paragraph of Section 12.1(a) hereof (including the       
Mortgage Loans (other than any Excess Interest payable with respect to such     
Mortgage Loans)) to be treated for federal income tax purposes as a real estate 
mortgage investment conduit ("REMIC I"). The REMIC I Regular Interests will be  
designated as the "regular interests" in REMIC I and the Class R-I Certificates 
will be designated as the sole Class of "residual interests" in REMIC I for     
purposes of the REMIC Provisions.                                               

             As provided herein, with respect to the Trust, the Paying Agent
on behalf of the Trustee will make an election for the segregated pool of assets
described in the second paragraph of Section 12.1(a) hereof consisting of the   
REMIC I Regular Interests to be treated for federal income tax purposes as a    
real estate mortgage investment conduit ("REMIC II"). The REMIC II Regular      
Interests will be designated as the "regular interests" in REMIC II and the     
Class R-II Certificates will be designated as the sole Class of "residual       
interests" in REMIC II for purposes of the REMIC Provisions.                    

             As provided herein, with respect to the Trust, the Paying Agent
on behalf of the Trustee will make an election for the segregated pool of assets
described in the third paragraph of Section 12.1(a) hereof consisting of the    
REMIC II Regular Interests to be treated for federal income tax purposes as a   
real estate mortgage investment conduit ("REMIC III"). The REMIC III Regular    
Interests (including, in the case of the Class P Certificates, the Class P REMIC
Interest represented by the Class P Certificates) will be designated as the     
"regular interests" in REMIC III and the Class R-III Certificates (together with
the REMIC Regular Certificates, the "REMIC III Certificates") will be designated
as the sole Class of "residual interests" in REMIC III for purposes of the REMIC
Provisions.                                                                     

             As provided herein, with respect to the Trust, the Paying Agent
on behalf of the Trustee will treat the right to any Excess Interest in respect 
of the ARD Loans and the Excess Interest Sub-Account as a grantor trust under   
Subpart E of Part I of Subchapter J of the Code.                                

 ARTICLE I
 DEFINITIONS

           Section 1.1 Definitions. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have  
the following meanings:                                                         

        "A Note" means, with respect to any A/B Mortgage Loan, the
mortgage note (or notes) included in the Trust that is senior in right of       
payment to the related B Note to the extent set forth in the related            
Intercreditor Agreement.                                                        

      "A/B Loan Custodial Account" means each of the custodial
sub-account(s) of the Certificate Account (but which are not included in the    
Trust) created and maintained by the Master Servicer pursuant to Section 5.1(c) 
on behalf of the holder of a related B Note. Any such sub-account(s) shall be   
maintained as a sub-account of an Eligible Account.                             

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             "A/B Mortgage Loan" means any Mortgage Loan serviced under this
Agreement that is divided into a senior mortgage note and a subordinated        
mortgage note, which senior mortgage note is included in the Trust. References  
herein to an A/B Mortgage Loan shall be construed to refer to the aggregate     
indebtedness under the related A Note and the related B Note. There are no A/B  
Mortgage Loans related to the Trust.                                            

               "Accountant" means a person engaged in the practice of accounting
who is Independent.                                                             

       "Accrued Certificate Interest" means with respect to each
Distribution Date and any Class of Interests or Principal Balance Certificates, 
other than the Residual Certificates, interest accrued during the Interest      
Accrual Period relating to such Distribution Date on the Aggregate Certificate  
Balance of such Class or Interest as of the close of business on the immediately
preceding Distribution Date at the respective rates per annum set forth in the  
definition of the applicable Pass-Through Rate for each such Class. Accrued     
Certificate Interest on the Class X-1 and the Class X-2 Certificates for each   
Distribution Date will equal the aggregate Accrued Component Interest for the   
related Interest Accrual Period for all of their respective Components for such 
Distribution Date.                                                              

      "Accrued Component Interest" means, with respect to each
Component of the Class X-1 and the Class X-2 Certificates for any Distribution  
Date, one month's interest at the Class X-1 Strip Rate or the Class X-2 Strip   
Rate applicable to such Component for such Distribution Date, accrued on the    
Component Notional Amount of such Component outstanding immediately prior to    
such Distribution Date. Accrued Component Interest shall be calculated on a     
30/360 basis and, with respect to any Component and any Distribution Date, shall
be deemed to accrue during the calendar month preceding the month in which such 
Distribution Date occurs.                                                       

               "Acquisition Date" means the date upon which, under the Code (and
in particular the REMIC Provisions and Section 856(e) of the Code), the Trust or
a REMIC Pool is deemed to have acquired a Mortgaged Property (or an interest    
therein, in the case of the Mortgaged Properties securing any A/B Mortgage Loan,
Non-Serviced Mortgage Loan, Non-Serviced Companion Mortgage Loan, Loan Pair or  
any Loan Group).                                                                

    "Additional Disclosure Notification" means the form of
notification to be included with any Additional Form 10-D Disclosure, Additional
Form 10-K Disclosure or Form 8-K Disclosure Information which is attached hereto
as Schedule XVIII.                                                              

            "Additional Form 10-D Disclosure" has the meaning set forth in
Section 13.4.                                                                   

            "Additional Form 10-K Disclosure" has the meaning set forth in
Section 13.5.                                                                   

             "Additional Review Period" has the meaning set forth in Section
9.4(d).                                                                         

      "Additional Servicer" means each Affiliate of the Master
Servicer, Principal II, MSMC, BSCMI, the Depositor or any of the Underwriters   
that Services any of the Mortgage Loans and each Person, other than the Special 
Servicer, who is not an Affiliate of the Master Servicer, Principal II, MSMC,   
BSCMI, the Depositor or any of the Underwriters, and who Services 10% or more of
the Mortgage Loans (based on their Principal Balance). For                      

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clarification purposes, the Paying Agent is an Additional Servicer and the      
Trustee is not an Additional Servicer.                                          

              "Additional Trust Expense" means any of the following items: (i)
Special Servicing Fees, Work-Out Fees and Liquidation Fees (to the extent not   
collected from the related Mortgagor); (ii) Advance Interest that cannot be paid
in accordance with Section 4.6(c); (iii) amounts paid to indemnify the Master   
Servicer, the Special Servicer, any applicable Non-Serviced Mortgage Loan Master
Servicer, any applicable Non-Serviced Mortgage Loan Special Servicer, the       
Primary Servicer, the Trustee, the Paying Agent (or any other Person) pursuant  
to the terms of this Agreement; (iv) to the extent not otherwise paid, any      
federal, state, or local taxes imposed on the Trust or its assets and paid from 
amounts on deposit in the Certificate Account or Distribution Account; and (v)  
to the extent not otherwise included in the calculation of a Realized Loss and  
not covered by indemnification by one of the parties hereto or otherwise, any   
other unanticipated cost, liability, or expense (or portion thereof) of the     
Trust (including costs of collecting such amounts or other Additional Trust     
Expenses) that the Trust has not recovered, and in the judgment of the Master   
Servicer (or Special Servicer) will not, recover from the related Mortgagor or  
Mortgaged Property or otherwise, including a Modification Loss described in     
clause (ii) of the definition thereof; provided, however, that, in the case of  
an A/B Mortgage Loan, "Additional Trust Expense" shall not include any of the   
foregoing amounts that have been recovered from the related Mortgagor or        
Mortgaged Property as a result of the subordination of the related B Note in    
accordance with the terms of the related Intercreditor Agreement.               
Notwithstanding anything to the contrary, "Additional Trust Expenses" shall not 
include allocable overhead of the Master Servicer, the Special Servicer, any    
Non-Serviced Mortgage Loan Master Servicer, any Non-Serviced Mortgage Loan      
Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar,   
such as costs for office space, office equipment, supplies and related expenses,
employee salaries and related expenses, and similar internal costs and expenses.

             "Administrative Cost Rate" means, with respect to each Mortgage
Loan, the sum of the Master Servicing Fee Rate, the Primary Servicing Fee Rate, 
the Excess Servicing Fee Rate, the Trustee Fee Rate and in the case of any      
Non-Serviced Mortgage Loan, the related Pari Passu Loan Servicing Fee Rate.     

          "Advance" means either a P&I Advance or a Servicing Advance.

               "Advance Interest" means interest payable to the Master Servicer,
the Special Servicer or the Trustee on outstanding Advances (other than         
Unliquidated Advances) pursuant to Section 4.5 of this Agreement and any        
interest payable to any Non-Serviced Mortgage Loan Master Servicer, any         
Non-Serviced Mortgage Loan Trustee or any Non-Serviced Mortgage Loan Fiscal     
Agent with respect to Pari Passu Loan Nonrecoverable Advances pursuant to       
Section 4.4(b) hereof.                                                          

              "Advance Rate" means a per annum rate equal to the Prime Rate as
published in the "Money Rates" section of The Wall Street Journal from time to  
time or such other publication as determined by the Trustee in its reasonable   
discretion.                                                                     

               "Advance Report Date" means the second Business Day prior to each
Distribution Date.                                                              

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            "Adverse Grantor Trust Event" means any action that, under the
Code, if taken or not taken, as the case may be, would either (i) endanger the  
status of the Grantor Trust Pool as a grantor trust or (ii) result in the       
imposition of a tax upon the income of the Grantor Trust Pool or its respective 
assets or transactions.                                                         

          "Adverse REMIC Event" means any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, would either (i) endanger
the status of any REMIC Pool as a REMIC or (ii) subject to Section 9.14(e),     
result in the imposition of a tax upon the income of any REMIC Pool or any of   
their respective assets or transactions, including (without limitation) the tax 
on prohibited transactions as defined in Section 860F(a)(2) of the Code and the 
tax on prohibited contributions set forth in Section 860G(d) of the Code.       

          "Affiliate" means, with respect to any specified Person, any
other Person controlling or controlled by or under common control with such     
specified Person. For the purposes of this definition, "control" when used with 
respect to any specified Person means the power to direct the management and    
policies of such Person, directly or indirectly, whether through the ownership  
of voting securities, by contract or otherwise; and the terms "controlling" and 
"controlled" have meanings correlative to the foregoing.                        

        "Aggregate Certificate Balance" means the aggregate of the
Certificate Balances of the Principal Balance Certificates, the REMIC I Regular 
Interests, the REMIC II Regular Interests or REMIC III Regular Interests, as the
case may be, at any date of determination. With respect to a Class of Principal 
Balance Certificates, REMIC I Regular Interests, REMIC II Regular Interests or  
REMIC III Regular Interests, Aggregate Certificate Balance shall mean the       
aggregate of the Certificate Balances of all Certificates or Interests, as the  
case may be, of that Class at any date of determination.                        

     "Aggregate Principal Balance" means, at the time of any
determination and as the context may require, the aggregate of the Scheduled    
Principal Balances for all Mortgage Loans.                                      

            "Agreement" means this Pooling and Servicing Agreement and all
amendments and supplements hereto.                                              

          "Anticipated Repayment Date" means, with respect to each ARD
Loan, the anticipated maturity date set forth in the related Mortgage Note.     

           "Appraisal" means an appraisal by an Independent licensed MAI
appraiser having at least five years experience in appraising property of the   
same type as, and in the same geographic area as, the Mortgaged Property being  
appraised, which appraisal complies with the Uniform Standards of Professional  
Appraisal Practices and states the "market value" of the subject property as    
defined in 12 C.F.R. ss. 225.62.                                                

             "Appraisal Event" means, with respect to any Mortgage Loan, A/B
Mortgage Loan or Loan Pair, not later than the earliest of (i) the date 120 days
after the occurrence of any delinquency in payment with respect to such Mortgage
Loan, A/B Mortgage Loan or Loan Pair if such delinquency remains uncured, (ii)  
the date 30 days after receipt of notice that the related Mortgagor has filed a 
bankruptcy petition or the related Mortgagor has become the subject of          

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involuntary bankruptcy proceedings or the related Mortgagor has consented to the
filing of a bankruptcy proceeding against it or a receiver is appointed in      
respect of the related Mortgaged Property, provided such petition or appointment
is still in effect, (iii) the date that is 30 days following the date the       
related Mortgaged Property becomes an REO Property and (iv) the effective date  
of any modification to a Money Term of a Mortgage Loan, A/B Mortgage Loan or    
Loan Pair, other than an extension of the date that a Balloon Payment is due for
a period of less than six months from the original due date of such Balloon     
Payment.                                                                        

       "Appraisal Reduction" means, with respect to any Required
Appraisal Loan with respect to which an Appraisal or internal valuation is      
performed pursuant to Section 6.9, an amount equal to the excess of (A) the sum 
of (i) the Scheduled Principal Balance of such Mortgage Loan, Loan Pair or A/B  
Mortgage Loan (or, in the case of an REO Property, the related REO Mortgage     
Loan) less the principal amount of any guaranty or surety bond with a rating of 
at least "BBB-" (or its equivalent) by a nationally recognized statistical      
rating organization and the undrawn principal amount of any letter of credit or 
debt service reserve, if applicable, that is then securing such Mortgage Loan or
Loan Pair, (ii) to the extent not previously advanced by the Master Servicer or 
the Trustee, all accrued and unpaid interest on such Mortgage Loan, Loan Pair or
A/B Mortgage Loan at a per annum rate equal to the Mortgage Rate, (iii) all     
unreimbursed Advances (including Unliquidated Advances) and interest on Advances
(other than Unliquidated Advances) at the Advance Rate with respect to such     
Mortgage Loan, Loan Pair or A/B Mortgage Loan, and (iv) to the extent funds on  
deposit in any applicable Escrow Accounts are not sufficient therefor, and to   
the extent not previously advanced by the Master Servicer, the Special Servicer 
or the Trustee all currently due and unpaid real estate taxes and assessments,  
insurance premiums and, if applicable, ground rents and other amounts which were
required to be deposited in any Escrow Account (but were not deposited) in      
respect of such Mortgaged Property or REO Property, as the case may be, over (B)
90% of the Appraised Value (net of any prior mortgage liens) of such Mortgaged  
Property or REO Property as determined by such Appraisal or internal valuation, 
as the case may be, plus the full amount of any escrows held by or on behalf of 
the Trustee as security for the Mortgage Loan, Loan Pair or A/B Mortgage Loan   
(less the estimated amount of the obligations anticipated to be payable in the  
next twelve months to which such escrows relate). Each Appraisal or internal    
valuation for a Required Appraisal Loan shall be updated annually for so long as
an Appraisal Reduction exists. The Appraisal Reduction for each Required        
Appraisal Loan will be recalculated annually based on subsequent Appraisals,    
internal valuations or updates. In addition, the Operating Adviser (including,  
without limitation, any request of a B Note holder, at its expense as and to the
extent provided for in the related Intercreditor Agreement, with respect to the 
related A/B Mortgage Loan (or Operating Adviser on its behalf) if there shall   
have been a determination that such holder will no longer be the directing      
holder) may at any time request the Special Servicer to obtain, at the Operating
Adviser's expense, an updated Appraisal, with a corresponding adjustment to the 
amount of the Appraisal Reduction. Any Appraisal Reduction for any Mortgage     
Loan, Loan Pair or A/B Mortgage Loan shall be reduced to reflect any Realized   
Principal Losses on the Required Appraisal Loan, Loan Pair or A/B Mortgage Loan.
Each Appraisal Reduction will be reduced to zero as of the date the related     
Mortgage Loan, Loan Pair or A/B Mortgage Loan is brought current under the then 
current terms of the Mortgage Loan, Loan Pair or A/B Mortgage Loan for at least 
three consecutive months, and no Appraisal Reduction will exist as to any       
Mortgage Loan, Loan Pair or A/B Mortgage Loan after it has been paid in full,   
liquidated, repurchased or otherwise disposed of. Any Appraisal Reduction in    

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respect of any Non-Serviced Mortgage Loan shall be calculated in accordance with
the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement based    
upon the applicable allocation of the items set forth in clauses (A) and (B)    
above between the Non-Serviced Mortgage Loans and the related Non-Serviced      
Companion Mortgage Loans and all other related pari passu loans. Any Appraisal  
Reduction in respect of any Loan Pair shall be allocated, as between a Serviced 
Pari Passu Mortgage Loan and the related Serviced Companion Mortgage Loan, pro  
rata according to their respective Principal Balances. Any Appraisal Reduction  
with respect to an A/B Mortgage Loan shall be allocated first to the related B  
Note, up to the Principal Balance thereof, and any excess shall be allocated to 
the related A Note.                                                             

        "Appraised Value" means, (i) with respect to any Mortgaged
Property (other than the Mortgaged Property relating to a Non-Serviced Mortgage 
Loan), the appraised value thereof determined by an Appraisal of the Mortgaged  
Property securing such Mortgage Loan made by an Independent appraiser selected  
by the Master Servicer or the Special Servicer, as applicable or, in the case of
an internal valuation performed by the Special Servicer pursuant to Section 6.9,
the value of the Mortgaged Property determined by such internal valuation and   
(ii) with respect to the Mortgaged Property relating to a Non-Serviced Mortgage 
Loan, the portion of the appraised value allocable thereto.                     

          "ARD Loan" means any Mortgage Loan designated as such on the
Mortgage Loan Schedule.                                                         

              "Assignment of Leases" means, with respect to any Mortgage Loan,
any assignment of leases, rents and profits or equivalent instrument, whether   
contained in the related Mortgage or executed separately, assigning to the      
holder or holders of such Mortgage all of the related Mortgagor's interest in   
the leases, rents and profits derived from the ownership, operation, leasing or 
disposition of all or a portion of the related Mortgaged Property as security   
for repayment of such Mortgage Loan.                                            

           "Assignment of Mortgage" means an assignment of the Mortgage,
notice of transfer or equivalent instrument, in recordable form, sufficient     
under the laws of the jurisdiction wherein the related Mortgaged Property is    
located to reflect the transfer of the Mortgage to the Trustee, which           
assignment, notice of transfer or equivalent instrument may be in the form of   
one or more blanket assignments covering the Mortgage Loans secured by Mortgaged
Properties located in the same jurisdiction, if permitted by law.               

        "Assumed Scheduled Payment" means: (i) with respect to any
Balloon Mortgage Loan or any B Note as to which advancing is required hereunder 
for its Maturity Date (provided that such Mortgage Loan or B Note has not been  
paid in full, and no Final Recovery Determination or other sale or liquidation  
has occurred in respect thereof, on or before the end of the Collection Period  
in which such Maturity Date occurs) and for any subsequent Due Date therefor as 
of which such Mortgage Loan or such B Note remains outstanding and part of the  
Trust, if no Scheduled Payment (other than the related delinquent Balloon       
Payment) is due for such Due Date, the scheduled monthly payment of principal   
and/or interest deemed to be due in respect thereof on such Due Date equal to   
the Scheduled Payment that would have been due in respect of such Mortgage Loan 
or such B Note on such Due Date, if it had been required to continue to accrue  
interest in accordance with its terms, and to pay principal in accordance with  
the amortization schedule in effect immediately prior to, and without regard to 
the occurrence of,                                                              

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its most recent Maturity Date (as such may have been extended in connection with
a bankruptcy or similar proceeding involving the related Mortgagor or a         
modification, waiver or amendment of such Mortgage Loan or such B Note granted  
or agreed to by the Master Servicer or the Special Servicer pursuant to the     
terms hereof), and (ii) with respect to any REO Mortgage Loan for any Due Date  
therefor as of which the related REO Property remains part of the Trust, the    
scheduled monthly payment of principal and interest deemed to be due in respect 
thereof on such Due Date equal to the Scheduled Payment (or, in the case of a   
Balloon Mortgage Loan or B Note described in the preceding clause of this       
definition, the Assumed Scheduled Payment) that was due in respect of the       
related Mortgage Loan or the related B Note on the last Due Date prior to its   
becoming an REO Mortgage Loan. The amount of the Assumed Scheduled Payment for  
any A Note or B Note shall be calculated solely by reference to the terms of    
such A Note or B Note, as applicable (as modified in connection with any        
bankruptcy or similar proceeding involving the related Mortgagor or pursuant to 
a modification, waiver or amendment of such Mortgage Loan granted or agreed to  
by the Master Servicer or the Special Servicer pursuant to the terms hereof) and
without regard to the remittance provisions of the related Intercreditor        
Agreement.                                                                      

              "Authenticating Agent" means any authenticating agent serving in
such capacity pursuant to Section 7.10.                                         

       "Authorized Officer" means any Person that may execute an
Officer's Certificate on behalf of the Depositor.                               

          "Available Advance Reimbursement Amount" has the meaning set
forth in Section 4.6(a).                                                        

        "Available Distribution Amount" means, with respect to any
Distribution Date, an amount equal to the aggregate of (a) all amounts on       
deposit in the Distribution Account as of the commencement of business on such  
Distribution Date that represent payments and other collections on or in respect
of the Mortgage Loans and any REO Properties that were received by the Master   
Servicer or the Special Servicer through the end of the related Collection      
Period exclusive of (i) any such amounts that were deposited in the Distribution
Account in error, (ii) amounts that are payable or reimbursable to any Person   
other than the Certificateholders (including amounts payable to the Master      
Servicer in respect of unpaid Master Servicing Fees, the Primary Servicer in    
respect of unpaid Primary Servicing Fees, the Special Servicer in respect of    
unpaid Special Servicer Compensation, the Trustee in respect of unpaid Trustee  
Fees, the Paying Agent in respect of unpaid Paying Agent Fees or to the parties 
entitled thereto in respect of the unpaid Excess Servicing Fees), (iii) amounts 
that constitute Prepayment Premiums, (iv) if such Distribution Date occurs      
during January, other than in a leap year, or February of any year, the Interest
Reserve Amounts of one day's interest with respect to Interest Reserve Loans    
deposited in the Interest Reserve Account, (v) in the case of each REO Property 
related to an A/B Mortgage Loan or Loan Pair, all amounts received with respect 
to such A/B Mortgage Loan or Loan Pair that are required to be paid to the      
holder of the related B Note or Serviced Companion Mortgage Loan, as applicable,
pursuant to the terms of the related B Note or Serviced Companion Mortgage Loan,
as applicable, and the related Intercreditor Agreement or Loan Pair             
Intercreditor Agreement (which amounts will be deposited into the related A/B   
Loan Custodial Account or Serviced Companion Mortgage Loan Custodial Account, as
applicable, pursuant to Section 5.1(c) and withdrawn from such accounts pursuant
to Section 5.2(a)) and (vi) Scheduled Payments collected but due on a Due Date  
subsequent to the related Collection                                            

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Period and (b) if and to the extent not already among the amounts described in  
clause (a), (i) the aggregate amount of any P&I Advances made by the Master     
Servicer or the Trustee for such Distribution Date pursuant to Section 4.1      
and/or Section 4.3, (ii) the aggregate amount of any Compensating Interest      
payments made by the Master Servicer for such Distribution Date pursuant to the 
terms hereof, and (iii) if such Distribution Date occurs in March of any year,  
commencing March 2008 or on the final Distribution Date, the aggregate of the   
Interest Reserve Amounts then held on deposit in the Interest Reserve Account in
respect of each Interest Reserve Loan.                                          

        "B Note" means, with respect to any A/B Mortgage Loan, any
related subordinated Mortgage Note not included in the Trust, which is          
subordinated in right of payment to the related A Note to the extent set forth  
in the related Intercreditor Agreement. There are no B Notes associated with any
A/B Mortgage Loan in the Trust.                                                 

       "Balloon Mortgage Loan" means a Mortgage Loan, a Serviced
Companion Mortgage Loan or a B Note that provides for Scheduled Payments based  
on an amortization schedule that is significantly longer than its term to       
maturity and that is expected to have a remaining principal balance equal to or 
greater than 5% of its Cut-Off Date outstanding principal balance as of its     
stated maturity date, unless prepaid prior thereto.                             

           "Balloon Payment" means, with respect to any Balloon Mortgage
Loan, the Scheduled Payment payable on the Maturity Date of such Mortgage Loan. 

            "Bankruptcy Loss" means a loss arising from a proceeding under
the United States Bankruptcy Code or any other similar state law or other       
proceeding with respect to the Mortgagor of, or Mortgaged Property under, a     
Mortgage Loan, including, without limitation, any Deficient Valuation Amount or 
losses, if any, resulting from any Debt Service Reduction Amount for the month  
in which the related Remittance Date occurs.                                    

           "Base Interest Fraction" means, with respect to any Principal
Prepayment of any Mortgage Loan that provides for payment of a Prepayment       
Premium, and with respect to any Class of Certificates, a fraction (A) whose    
numerator is the greater of (x) zero and (y) the difference between (i) the     
Pass-Through Rate on that Class of Certificates and (ii) the Discount Rate used 
in calculating the Prepayment Premium with respect to the Principal Prepayment  
(or the current Discount Rate if not used in such calculation) and (B) whose    
denominator is the difference between (i) the Mortgage Rate on the related      
Mortgage Loan and (ii) the Discount Rate used in calculating the Prepayment     
Premium with respect to that Principal Prepayment (or the current Discount Rate 
if not used in such calculation), provided, however, that under no circumstances
will the Base Interest Fraction be greater than one. If the Discount Rate       
referred to above is greater than or equal to the Mortgage Rate on the related  
Mortgage Loan, then the Base Interest Fraction will equal zero; provided,       
however, that if the Discount Rate referred to above is greater than or equal to
the Mortgage Rate on the related Mortgage Loan, but is less than the            
Pass-Through Rate on that Class of Certificates, then the Base Interest Fraction
shall be equal to 1.0.                                                          

       "Book-Entry Certificates" means certificates evidencing a
beneficial interest in a Class of Certificates, ownership and transfer of which 
shall be made through book entries as set forth in Section 3.7; provided, that  
after the occurrence of a condition whereupon book-entry                        

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registration and transfer are no longer authorized and Definitive Certificates  
are to be issued to the Certificate Owners, such certificates shall no longer be
"Book-Entry Certificates."                                                      

            "BSCMI" has the meaning set forth in the Preliminary Statement
hereto.                                                                         

             "BSCMI Loans" means, collectively, those Mortgage Loans sold to
the Depositor pursuant to the Mortgage Loan Purchase Agreement I and shown on   
Schedule I hereto.                                                              

         "Business Day" means any day other than (i) a Saturday or a
Sunday, (ii) a legal holiday in New York, New York, Chicago, Illinois, Des      
Moines, Iowa (but only with respect to matters related to the performance of    
obligations of Principal Global Investors, LLC as Primary Servicer under the    
Primary Servicing Agreement), San Francisco, California or the principal cities 
in which the Special Servicer, the Trustee, the Paying Agent or the Master      
Servicer conducts servicing or trust operations, or (iii) a day on which banking
institutions or savings associations in Minneapolis, Minnesota, Columbia,       
Maryland, New York, New York, Chicago, Illinois or San Francisco, California are
authorized or obligated by law or executive order to be closed.                 

               "Cash Liquidation" means, as to any Defaulted Mortgage Loan other
than a Mortgage Loan with respect to which the related Mortgaged Property became
REO Property, the sale of such Defaulted Mortgage Loan. The Master Servicer     
shall maintain records in accordance with the Servicing Standard (and, in the   
case of Specially Serviced Mortgage Loans, based on the written reports with    
respect to such Cash Liquidation delivered by the Special Servicer to the Master
Servicer), of each Cash Liquidation.                                            

             "Category 1 Request" means a "Category 1 Request" and a "Deemed
Category 1 Request" as such terms are defined in the Primary Servicing          
Agreement.                                                                      

      "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended (42 U.S.C. ss. 9601, et      
seq.).                                                                          

       "Certificate Account" means one or more separate accounts
established and maintained by the Master Servicer (or any Sub-Servicer or       
Primary Servicer on behalf of the Master Servicer) pursuant to Section 5.1(a),  
each of which shall be an Eligible Account.                                     

          "Certificate Balance" means, with respect to any Certificate
(other than the Class X Certificates and the Residual Certificates) or Interest 
as of any Distribution Date, the maximum specified dollar amount of principal to
which the Holder thereof is then entitled hereunder, such amount being equal to 
the initial principal amount set forth on the face of such Certificate (in the  
case of a Certificate), or as ascribed thereto in the Preliminary Statement     
hereto (in the case of an Interest), minus (A)(i) the amount of all principal   
distributions previously made with respect to such Certificate pursuant to      
Section 6.5(a) or deemed to have been made with respect to such Interest        
pursuant to Section 6.2(a) or Section 6.3(a), as the case may be, and (ii) all  
Realized Losses allocated or deemed to have been allocated to such Interest or  
Certificate in reduction of Certificate Balance pursuant to Section 6.6, plus   
(B) an amount equal to the amounts identified in clause (I)(C) of the definition
of Principal Distribution Amount with respect to such Distribution Date, such   
increases to be allocated to the Principal Balance                              

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Certificates or Interests in sequential order (i.e. to the most senior Class    
first), in each case up to the amount of Realized Losses previously allocated   
thereto and not otherwise reimbursed hereunder.                                 

            "Certificate Group 1 Principal Distribution Amount" means, for
any Distribution Date, an amount equal to the lesser of (A) the sum of (i) the  
portion of the Principal Distribution Amount for such Distribution Date         
attributable to Loan Group 1, and (ii) on or after the Distribution Date on     
which the aggregate Certificate Balance of the Class A-1A Certificates has been 
reduced to zero, the portion of the Principal Distribution Amount attributable  
to Loan Group 2 (net of any portion thereof that is distributable on that       
Distribution Date to the holders of the Class A-1A Certificates), and (B) the   
Aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-AB
and Class A-4 Certificates outstanding immediately before such Distribution     
Date.                                                                           

     "Certificate Owner" means, with respect to a Book-Entry
Certificate, the Person who is the beneficial owner of such Book-Entry          
Certificate, as may be reflected on the books of the Clearing Agency, or on the 
books of a Person maintaining an account with such Clearing Agency (directly or 
as an indirect participant, in accordance with the rules of such Clearing       
Agency).                                                                        

              "Certificate Register" has the meaning set forth in Section 3.2.

               "Certificate Registrar" means the registrar appointed pursuant to
Section 3.2 and initially shall be the Paying Agent.                            

              "Certificateholders" has the meaning set forth in the definition
of "Holder."                                                                    

             "Certificates" means, collectively, the REMIC III Certificates,
the Class R-I Certificates and the Class R-II Certificates.                     

               "Certification Parties" has the meaning set forth in Section 13.6
and shall also include such parties in an Other Securitization.                 

            "Certifying Person" has the meaning set forth in Section 13.6.

              "Certifying Servicer" has the meaning set forth in Section 13.9.

            "Class" means, with respect to the REMIC I Interests, REMIC II
Interests or REMIC III Certificates, any Class of such Certificates or          
Interests.                                                                      

            "Class A-1 Certificates," "Class A-2 Certificates," "Class A-3
Certificates," "Class A-AB Certificates," "Class A-4 Certificates," "Class A-1A 
Certificates," "Class A-M Certificates," "Class A-J Certificates," "Class X-1   
Certificates," "Class X-2 Certificates," "Class B Certificates," "Class C       
Certificates," "Class D Certificates," "Class E Certificates," "Class F         
Certificates," "Class G Certificates," "Class H Certificates," "Class J         
Certificates," "Class K Certificates," "Class L Certificates," "Class M         
Certificates," "Class N Certificates," "Class O Certificates," "Class P         
Certificates," "Class R-I Certificates," "Class R-II Certificates" or "Class    
R-III Certificates," mean the Certificates designated as "Class A-1," "Class    
A-2," "Class A-3," "Class A-AB," "Class A-4," "Class A-1A," "Class A-M," "Class 

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A-J," "Class X-1," "Class X-2," "Class B," "Class C," "Class D," "Class E,"     
"Class F," "Class G," "Class H," "Class J," "Class K," "Class L," "Class M,"    
"Class N," "Class O," "Class P," "Class R-I," "Class R-II" and "Class R-III"    
respectively, on the face thereof, in substantially the form attached hereto as 
Exhibits.                                                                       

             "Class A Senior Certificates" means the Class A-1 Certificates,
the Class A-2 Certificates, the Class A-3 Certificates, the Class A-AB          
Certificates, the Class A-4 Certificates and the Class A-1A Certificates,       
collectively.                                                                   

         "Class A-1-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1 Certificates, which component  
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-1-1.                                                

         "Class A-1-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1 Certificates, which component  
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-1-2.                                                

         "Class A-2-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-2 Certificates, which component  
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-2-1.                                                

         "Class A-2-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-2 Certificates, which component  
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-2-2.                                                

         "Class A-2-3 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-2 Certificates, which component  
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-2-3.                                                

         "Class A-2-4 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-2 Certificates, which component  
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-2-4.                                                

       "Class A-3 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-3 Certificates, which component  
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-3.                                                  

        "Class A-AB Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-AB Certificates, which component 
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-AB.                                                 

         "Class A-4-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-4 Certificates, which component  
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-4-1.                                                

         "Class A-4-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-4 Certificates, which component  
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-4-2.                                                

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         "Class A-4-3 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-4 Certificates, which component  
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-4-3.                                                

         "Class A-4-4 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-4 Certificates, which component  
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-4-4.                                                

          "Class A-1A-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component 
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-1A-1.                                               

          "Class A-1A-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component 
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-1A-2.                                               

          "Class A-1A-3 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component 
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-1A-3.                                               

          "Class A-1A-4 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component 
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-1A-4.                                               

          "Class A-1A-5 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component 
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-1A-5.                                               

          "Class A-1A-6 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component 
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-1A-6.                                               

          "Class A-1A-7 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component 
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-1A-7.                                               

          "Class A-1A-8 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1A Certificates, which component 
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-1A-8.                                               

       "Class A-M Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-M Certificates, which component  
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-M.                                                  

         "Class A-J-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-J Certificates, which component  
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-J-1.                                                

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         "Class A-J-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-J Certificates, which component  
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest A-J-2.                                                

       "Class B-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class B Certificates, which component    
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest B-1.                                                  

       "Class B-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class B Certificates, which component    
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest B-2.                                                  

       "Class B-3 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class B Certificates, which component    
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest B-3.                                                  

              "Class C Component" means a component of the beneficial interest
in REMIC III evidenced by the Class C Certificates, which component represents a
Component Notional Amount equal to the Certificate Balance of the REMIC II      
Regular Interest C.                                                             

       "Class D-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class D Certificates, which component    
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest D-1.                                                  

       "Class D-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class D Certificates, which component    
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest D-2.                                                  

              "Class E Component" means a component of the beneficial interest
in REMIC III evidenced by the Class E Certificates, which component represents a
Component Notional Amount equal to the Certificate Balance of the REMIC II      
Regular Interest E.                                                             

       "Class F-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class F Certificates, which component    
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest F-1.                                                  

       "Class F-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class F Certificates, which component    
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest F-2.                                                  

              "Class G Component" means a component of the beneficial interest
in REMIC III evidenced by the Class G Certificates, which component represents a
Component Notional Amount equal to the Certificate Balance of the REMIC II      
Regular Interest G.                                                             

       "Class H-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class H Certificates, which component    
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest H-1.                                                  

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       "Class H-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class H Certificates, which component    
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest H-2.                                                  

       "Class J-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class J Certificates, which component    
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest J-1.                                                  

       "Class J-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class J Certificates, which component    
represents a Component Notional Amount equal to the Certificate Balance of the  
REMIC II Regular Interest J-2.                                                  

              "Class K Component" means a component of the beneficial interest
in REMIC III evidenced by the Class K Certificates, which component represents a
Component Notional Amount equal to the Certificate Balance of the REMIC II      
Regular Interest K.                                                             

              "Class L Component" means a component of the beneficial interest
in REMIC III evidenced by the Class L Certificates, which component represents a
Component Notional Amount equal to the Certificate Balance of the REMIC II      
Regular Interest L.                                                             

              "Class M Component" means a component of the beneficial interest
in REMIC III evidenced by the Class M Certificates, which component represents a
Component Notional Amount equal to the Certificate Balance of the REMIC II      
Regular Interest M.                                                             

              "Class N Component" means a component of the beneficial interest
in REMIC III evidenced by the Class N Certificates, which component represents a
Component Notional Amount equal to the Certificate Balance of the REMIC II      
Regular Interest N.                                                             

              "Class O Component" means a component of the beneficial interest
in REMIC III evidenced by the Class O Certificates, which component represents a
Component Notional Amount equal to the Certificate Balance of the REMIC II      
Regular Interest O.                                                             

              "Class P Component" means a component of the beneficial interest
in REMIC III evidenced by the Class P Certificates, which component represents a
Component Notional Amount equal to the Certificate Balance of the REMIC II      
Regular Interest P.                                                             

     "Class P Grantor Trust" means that portion of the Trust
consisting of the Class P Grantor Trust Interest.                               

               "Class P Grantor Trust Interest" means that portion of the rights
represented by the Class P Certificates that evidences beneficial ownership of  
the Excess Interest and the Excess Interest Sub-account, as set forth in Section
12.5(a) hereof.                                                                 

       "Class P REMIC Interest" means that portion of the rights
represented by the Class P Certificates that evidences a regular interest in    
REMIC III, which rights consist of the rights to the distributions described in 
Section 6.5 hereof and all other rights of the Holders of the Class P           
Certificates other than those comprising the Class P Grantor Trust.             

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             "Class X Certificates" means the Class X-1 Certificates and the
Class X-2 Certificates.                                                         

              "Class X-1 Notional Amount" means, with respect to the Class X-1
Certificates and any date of determination, the aggregate of the outstanding    
Certificate Balances of the Principal Balance Certificates.                     

        "Class X-1 Strip Rate" means, with respect to any Class of
Components (other than Components that are also Class X-2 Components) for any   
Distribution Date, a rate per annum equal to (i) the Weighted Average REMIC I   
Net Mortgage Rate for such Distribution Date, minus (ii) the Pass-Through Rate  
for the Corresponding Certificates. In the case of any Class of Components that 
are also Class X-2 Components, (i) for any Distribution Date occurring on or    
before the related Class X-2 Component Crossover Date, a rate per annum equal   
to, (x) the Weighted Average REMIC I Net Mortgage Rate for such Distribution    
Date, minus (y) the greater of (1) the rate per annum corresponding to such     
Distribution Date as set forth in Schedule IX attached hereto and (2) the Pass  
Through Rate for the Class of Corresponding Certificates, and (ii) for any      
Distribution Date occurring after the related Class X-2 Component Crossover     
Date, a rate per annum equal to (x) the Weighted Average REMIC I Net Mortgage   
Rate for such Distribution Date, minus (y) the Pass-Through Rate for the        
Corresponding Certificates (provided that in no event shall any Class X-1 Strip 
Rate be less than zero).                                                        

          "Class X-2 Component Crossover Date" (i) with respect to the
Class A-1-2 Component, Class A-2-1 Component, Class A-1A-2 Component, Class H-1 
Component, Class J Component, Class K Component and Class L Component, the      
Distribution Date occurring in April 2008; (ii) with respect to the Class A-2-2 
Component, Class A-1A-3 Component, Class G Component, Class F-1 Component and   
Class H-2 Component, the Distribution Date occurring in April 2009; (iii) with  
respect to the Class A-2-3 Component, Class A-1A-4 Component, Class D-1         
Component, Class E Component and Class F-2 Component, the Distribution Date     
occurring in April 2010; (iv) with respect to the Class A-2-4 Component, Class  
A-1A-5 Component, Class A-3 Component, Class A-AB Component, Class A-4-1        
Component, Class B-1 Component, Class C Component and Class D-2 Component, the  
Distribution Date occurring in April 2011; (v) with respect to the Class A-1A-6 
Component, Class A-4-2 Component and Class B-2 Component, the Distribution Date 
occurring in April 2012; (vi) with respect to the Class A-4-3 Component, Class  
A-1A-7 Component, Class B-3 Component and Class A-J-1 Component, the            
Distribution Date occurring in April 2013; and (vii) with respect to the Class  
A-4-4 Component, Class A-1A-8 Component, Class A-M Component and Class A-J-2    
Component, the Distribution Date occurring in April 2014.                       

             "Class X-2 Components" means each of the Class A-1-2 Component,
Class A-2-1 Component, Class A-2-2 Component, Class A-2-3 Component, Class A-2-4
Component, Class A-3 Component, Class A-AB Component, Class A-4-1 Component,    
Class A-4-2 Component, Class A-4-3 Component, Class A-4-4 Component, Class      
A-1A-2 Component, Class A-1A-3 Component, Class A-1A-4 Component, Class A-1A-5  
Component, Class A-1A-6 Component, Class A-1A-7 Component, Class A-1A-8         
Component, Class A-M Component, Class A-J-1 Component, Class A-J-2 Component,   
Class B-1 Component, Class B-2 Component, Class B-3 Component, Class C          
Component, Class D-1 Component, Class D-2 Component, Class E Component, Class   
F-1 Component, Class F-2 Component, Class G Component, Class H-1 Component,     
Class H-2 Component, Class J-1 Component, Class J-2 Component, Class K          

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Component and Class L Component, in each case, only as of any date of           
determination on or prior to its respective Class X-2 Component Crossover Date. 

 "Class X-2 Notional Amount" means as of any date of
determination, the sum of the then Component Notional Amounts of the Class X-2  
Components that have not passed their respective Class X-2 Component Crossover  
Dates.                                                                          

             "Class X-2 Strip Rate" means, with respect to each of the Class
X-2 Components for any Distribution Date, a rate per annum equal to (i) for any 
Distribution Date occurring on or before the related Class X-2 Component        
Crossover Date, the excess, if any, of (x) the lesser of (i) the rate per annum 
corresponding to such Distribution Date as set forth in Schedule IX attached    
hereto and (ii) the Weighted Average REMIC I Net Mortgage Rate for such         
Distribution Date over (y) the Pass Through Rate for the Class of Corresponding 
Certificates (provided that, in no event shall any Class X-2 Strip Rate be less 
than zero), and (ii) for any Distribution Date occurring after the related Class
X-2 Component Crossover Date, 0% per annum.                                     

               "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act, which initially shall be   
the Depository.                                                                 

         "Clearstream Bank" means Clearstream Bank, societe anonyme.

"Closing Date" means April 18, 2007.              

             "CMSA" means the Commercial Mortgage Securities Association, or
any association or organization that is a successor thereto. If neither such    
association nor any successor remains in existence, "CMSA" shall be deemed to   
refer to such other association or organization as may exist whose principal    
membership consists of servicers, trustees, certificateholders, issuers, the    
placement agent and underwriters generally involved in the commercial mortgage  
loan securitization industry, which is the principal such association or        
organization in the commercial mortgage loan securitization industry and whose  
principal purpose is the establishment of industry standards for reporting      
transaction-specific information relating to commercial mortgage pass-through   
certificates and commercial mortgage-backed bonds and the commercial mortgage   
loans and foreclosed properties underlying or backing them to investors holding 
or owning such certificates or bonds, and any successor to such other           
association or organization. If an organization or association described in one 
of the preceding sentences of this definition does not exist, "CMSA" shall be   
deemed to refer to such other association or organization as shall be selected  
by the Master Servicer and reasonably acceptable to the Trustee, the Paying     
Agent, the Special Servicer, the Primary Servicer and the majority              
certificateholder of the Controlling Class.                                     

            "CMSA Advance Recovery Report" means a report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Advance Recovery Report" available as of the Closing Date on the CMSA   
Website, or such other form for the presentation of such information and        
containing such additional information as may from time to time be approved by  
the CMSA for commercial mortgage securities transactions generally.             

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             "CMSA Operating Statement Analysis Report" means a report which
is one element of the CMSA Methodology for Analyzing and Reporting Property     
Income Statements and which is substantially in the form of Exhibit N.          

          "CMSA Reports" means the Restricted Servicer Reports and the
Unrestricted Servicer Reports, collectively.                                    

             "Code" means the Internal Revenue Code of 1986, as amended, any
successor statutes thereto, and applicable U.S. Department of Treasury          
regulations issued pursuant thereto in temporary or final form and proposed     
regulations thereunder, to the extent that, by reason of their proposed         
effective date, such proposed regulations would apply to the Trust.             

               "Collection Period" means, with respect to any Distribution Date,
the period beginning on the day after the Determination Date in the month       
preceding the month of such Distribution Date (or in the case of the first      
Distribution Date, the Cut-Off Date) and ending on the Determination Date in the
month in which the Distribution Date occurs.                                    

             "Commission" means the U.S. Securities and Exchange Commission.

            "Compensating Interest" means with respect to any Distribution
Date, an amount equal to the lesser of (A) the excess of (i) Prepayment Interest
Shortfalls incurred in respect of all Mortgage Loans other than the Specially   
Serviced Mortgage Loans resulting from (x) voluntary Principal Prepayments on   
such Mortgage Loans (but not including any B Note, Non-Serviced Companion       
Mortgage Loan or Serviced Companion Mortgage Loan) or (y) to the extent that the
Master Servicer did not apply the proceeds thereof in accordance with the terms 
of the related Mortgage Loan documents, involuntary Principal Prepayments during
the related Collection Period over (ii) the aggregate of Prepayment Interest    
Excesses resulting from Principal Prepayments on the Mortgage Loans (but not    
including any B Note, Non-Serviced Companion Mortgage Loan or Serviced Companion
Mortgage Loan) during the same Collection Period and (B) the aggregate of the   
portion of the aggregate Master Servicing Fee accrued at a rate per annum equal 
to 2 basis points for the related Collection Period calculated in respect of all
the Mortgage Loans (including REO Mortgage Loans but not including any B Note,  
Non-Serviced Companion Mortgage Loan or Serviced Companion Mortgage Loan), plus 
any investment income earned on the amount prepaid prior to such Distribution   
Date. For the avoidance of doubt, no Repurchased Loan shall be included as a    
Mortgage Loan for purposes of computing the amount of Compensating Interest.    

             "Component" means any of the Class A-1-1 Component, Class A-1-2
Component, the Class A-2-1 Component, the Class A-2-2 Component, the Class A-2-3
Component, the Class A-2-4 Component, the Class A-3 Component, the Class A-AB   
Component, the Class A-4-1 Component, the Class A-4-2 Component, the Class A-4-3
Component, the Class A-4-4 Component, Class A-1A-1 Component, Class A-1A-2      
Component, the Class A-1A-3 Component, the Class A-1A-4 Component, Class A-1A-5 
Component, Class A-1A-6 Component, the Class A-1A-7 Component, the Class A-1A-8 
Component, the Class A-M Component, the Class A-J-1 Component, the Class A-J-2  
Component, the Class B-1 Component, the Class B-2 Component, the Class B-3      
Component, the Class C Component, the Class D-1 Component, the Class D-2        
Component, the Class E Component, the Class F-1 Component, the Class F-2        
Component, the Class G Component, the Class H-1 Component, the                  

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Class H-2 Component, the Class J Component, the Class K Component, the Class L  
Component, the Class M Component, the Class N Component, the Class O Component  
and the Class P Component.                                                      

              "Component Notional Amount" means with respect to each Component
and any date of determination, an amount equal to the then Certificate Balance  
of its Corresponding REMIC II Regular Interest.                                 

              "Condemnation Proceeds" means any awards resulting from the full
or partial condemnation or any eminent domain proceeding or any conveyance in   
lieu or in anticipation thereof with respect to a Mortgaged Property by or to   
any governmental, quasi-governmental authority or private entity with           
condemnation powers other than amounts to be applied to the restoration,        
preservation or repair of such Mortgaged Property or released to the related    
Mortgagor in accordance with the terms of the Mortgage Loan and (if applicable) 
its related B Note or Serviced Companion Mortgage Loan. With respect to the     
Mortgaged Property securing any Non-Serviced Mortgage Loan or Non-Serviced      
Companion Mortgage Loan, only the portion of such amounts payable to the holder 
of the related Non-Serviced Mortgage Loan shall be included in Condemnation     
Proceeds, and with respect to the Mortgaged Property securing any Loan Pair or  
A/B Mortgage Loan, only the portion of such amounts payable to the holder of the
related Serviced Pari Passu Mortgage or A Note, as applicable, shall be included
in Condemnation Proceeds.                                                       

           "Controlling Class" means the most subordinate Class of REMIC
Regular Certificates outstanding at any time of determination; provided, that,  
if the Aggregate Certificate Balance of such Class is less than 25% of the      
initial Certificate Balance of such Class as of the Closing Date, the           
Controlling Class shall be the next most subordinate Class of REMIC Regular     
Certificates outstanding. As of the Closing Date, the Controlling Class will be 
the Class P Certificates.                                                       

               "Controlling Person" means, with respect to any Person, any other
Person who "controls" such Person within the meaning of the Securities Act.     

             "Corporate Trust Office" means, with respect to the presentment
and surrender of Certificates for the final distribution thereon or the         
presentment and surrender of Certificates for any other purpose, the principal  
corporate trust office of the Certificate Registrar. The principal corporate    
trust office of the Trustee is presently located at 135 South LaSalle Street,   
Suite 1625, Chicago, IL 60603, Attention: Global Securities and Trust Services  
-- Bear Stearns Commercial Mortgage Securities Inc., Series 2007-TOP26 and the  
office of the Certificate Registrar is presently located for certificate        
transfer purposes at Wells Fargo Center, Sixth Street and Marquette Avenue, MAC 
#N9303-121, Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust       
Services (CMBS) -- Bear Stearns Commercial Mortgage Securities Inc., Series     
2007-TOP26, and for all other purposes at 9062 Old Annapolis Road, Columbia,    
Maryland 21045, Attention: Corporate Trust Services (CMBS) -- Bear Stearns      
Commercial Mortgage Securities Inc., Series 2007-TOP26, or at such other address
as the Trustee or Certificate Registrar may designate from time to time by      
notice to the Certificateholders, the Depositor, the Master Servicer, the Paying
Agent and the Special Servicer.                                                 

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            "Corresponding Certificate" means the Class of Certificates as
set forth in the Preliminary Statement with respect to any Corresponding        
Component and any Corresponding REMIC II Regular Interest.                      

               "Corresponding Component" means the Component as set forth in the
Preliminary Statement with respect to any Corresponding Certificate or any      
Corresponding REMIC II Regular Interest.                                        

             "Corresponding REMIC I Regular Interest" means, with respect to
each Mortgage Loan, the REMIC I Regular Interest having an initial Certificate  
Balance equal to the Principal Balance of such Mortgage Loan outstanding as of  
the Cut-Off Date, after taking into account all principal and interest payments 
made or due prior to the Cut-Off Date.                                          

          "Corresponding REMIC II Regular Interest" means the REMIC II
Regular Interest as defined in the Preliminary Statement with respect to any    
Class of Corresponding Certificates or any Corresponding Component.             

          "Crossed Mortgage Loan" has the meaning set forth in Section
2.3(a).                                                                         

             "Custodian" means the Trustee or any Person who is appointed by
the Trustee at any time as custodian pursuant to Section 7.9 and who is         
unaffiliated with the Depositor and each Seller and satisfies the eligibility   
requirements of the Trustee as set forth in Section 7.5.                        

      "Customer" means a broker, dealer, bank, other financial
institution or other Person for whom the Clearing Agency effects book-entry     
transfers and pledges of securities deposited with the Clearing Agency.         

            "Cut-Off Date" means the end of business on April 1, 2007. The
Cut-Off Date for any Mortgage Loan that has a Due Date on a date other than the 
first day of each month shall be the end of business on April 1, 2007, and      
Scheduled Payments due in April 2007 with respect to Mortgage Loans not having  
Due Dates on the first of each month have been deemed received on April 1, 2007,
not the actual day on which such Scheduled Payments were due.                   

              "DBRS" means Dominion Bond Rating Service, Inc. or its successor
in interest.                                                                    

               "Debt Service Coverage Ratio" means, with respect to any Mortgage
Loan, as of any date of determination and for any period, the amount calculated 
for such date of determination in accordance with the procedures set forth in   
Exhibit T, whether or not the Mortgage Loan has an interest-only period that has
not expired as of the Cut-Off Date.                                             

               "Debt Service Reduction Amount" means, with respect to a Due Date
and the related Determination Date, the amount of the reduction of the Scheduled
Payment which a Mortgagor is obligated to pay on such Due Date with respect to a
Mortgage Loan, a Serviced Companion Mortgage Loan or a B Note as a result of any
proceeding under bankruptcy law or any similar proceeding (other than a         
Deficient Valuation Amount); provided, however, that in the case of an amount   
that is deferred, but not forgiven, such reduction shall include only the net   
present value (calculated at the related Mortgage Rate) of the reduction.       

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         "Defaulted Mortgage Loan" means a Mortgage Loan or Serviced
Companion Mortgage Loan that is in default under the terms of the applicable    
Mortgage Loan documentation and for which any applicable grace period has       
expired.                                                                        

           "Defeasance Collateral" means, with respect to any Defeasance
Loan, the United States Treasury obligations required to be pledged in lieu of  
prepayment pursuant to the terms thereof.                                       

           "Defeasance Loan" means any Mortgage Loan, Serviced Companion
Mortgage Loan or B Note which requires or permits the related Mortgagor (or     
permits the holder of such Mortgage Loan, Serviced Companion Mortgage Loan or B 
Note to require the related Mortgagor) to pledge Defeasance Collateral to such  
holder in lieu of prepayment.                                                   

            "Defective Mortgage Loan" has the meaning set forth in Section
2.3(a).                                                                         

            "Deficient Valuation" means, with respect to any Mortgage Loan
(other than an A Note or a Serviced Pari Passu Mortgage Loan), any A/B Mortgage 
Loan or any Loan Pair, a valuation by a court of competent jurisdiction of the  
Mortgaged Property (or, with respect to a Non-Serviced Mortgage Loan or a       
Serviced Pari Passu Mortgage Loan, the pro rata portion of the valuation        
allocable to such Non-Serviced Mortgage Loan or Serviced Pari Passu Mortgage    
Loan, as applicable) relating to such Mortgage Loan, A/B Mortgage Loan or Loan  
Pair in an amount less than the then outstanding indebtedness under such        
Mortgage Loan, A/B Mortgage Loan or Loan Pair, which valuation results from a   
proceeding initiated under the United States Bankruptcy Code, as amended from   
time to time, and that reduces the amount the Mortgagor is required to pay under
such Mortgage Loan, A/B Mortgage Loan or Loan Pair.                             

         "Deficient Valuation Amount" means (i) with respect to each
Mortgage Loan (other than an A Note or a Serviced Pari Passu Mortgage Loan), any
A/B Mortgage Loan or any Loan Pair, the amount by which the total amount due    
with respect to such Mortgage Loan, A/B Mortgage Loan or Loan Pair (excluding   
interest not yet accrued), including the Principal Balance of such Mortgage     
Loan, A/B Mortgage Loan or Loan Pair plus any accrued and unpaid interest       
thereon and any other amounts recoverable from the Mortgagor with respect       
thereto pursuant to the terms thereof, is reduced in connection with a Deficient
Valuation and (ii) with respect to any A Note or Serviced Pari Passu Mortgage   
Loan, the portion of any Deficient Valuation Amount for the related A/B Mortgage
Loan or Loan Pair, as applicable, that is borne by the holder of the A Note or  
Serviced Pari Passu Mortgage Loan, as applicable, under the related             
Intercreditor Agreement or Loan Pair Intercreditor Agreement, as applicable.    

              "Definitive Certificates" means Certificates of any Class issued
in definitive, fully registered, certificated form without interest coupons.    

    "Deleted Mortgage Loan" means a Mortgage Loan which is
repurchased from the Trust pursuant to the terms hereof or as to which one or   
more Qualifying Substitute Mortgage Loans are substituted.                      

           "Depositor" means Bear Stearns Commercial Mortgage Securities
Inc., a Delaware corporation, and its successors in interest.                   

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       "Depository" has the meaning set forth in Section 3.7(a).

              "Depository Agreement" means the Letter of Representations dated
the Closing Date and by and among the Depositor, the Paying Agent and the       
Depository.                                                                     

          "Determination Date" means, with respect to any Distribution
Date, the earlier of (i) the 7th day of the month in which such Distribution    
Date occurs or, if such day is not a Business Day, the immediately preceding    
Business Day, and (ii) the 5th Business Day prior to the related Distribution   
Date, commencing May 7, 2007.                                                   

             "Directly Operate" means, with respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management of   
such REO Property, the holding of such REO Property primarily for sale to       
customers (other than a sale of an REO Property pursuant to and in accordance   
with Section 9.15) or the performance of any construction work thereon, in each 
case other than through an Independent Contractor; provided, however, that the  
Trustee (or the Special Servicer on behalf of the Trustee) shall not be         
considered to Directly Operate an REO Property solely because the Trustee (or   
the Special Servicer on behalf of the Trustee) establishes rental terms, chooses
tenants, enters into or renews leases, deals with taxes and insurance, or makes 
decisions as to repairs, tenant improvements or capital expenditures with       
respect to such REO Property (including, without limitation, construction       
activity to effect repairs or in connection with leasing activity) or undertakes
any ministerial action incidental thereto.                                      

               "Discount Rate" means the rate which, when compounded monthly, is
equivalent to the Treasury Rate when compounded semi-annually. The "Treasury    
Rate," unless a different term methodology or source is otherwise set forth in  
the Mortgage Loan documents, is the yield calculated by the linear interpolation
of the yields, as reported in Federal Reserve Statistical Release H.15--Selected
Interest Rates under the heading "U.S. government securities/Treasury constant  
maturities" for the week ending prior to the date of the relevant principal     
prepayment, of U.S. Treasury constant maturities with a maturity date (one      
longer and one shorter) most nearly approximating the maturity date (or the     
Anticipated Repayment Date, if applicable) of the Mortgage Loan prepaid. If     
Release H.15 is no longer published, the Master Servicer will select a          
comparable publication to determine the Treasury Rate.                          

             "Disqualified Organization" means any of (i) the United States,
any State or any political subdivision thereof, or any agency or instrumentality
of any of the foregoing (other than an instrumentality which is a corporation if
all of its activities are subject to tax and, except for FHLMC, a majority of   
its board of directors is not selected by any such governmental unit), (ii) a   
foreign government, international organization or any agency or instrumentality 
of either of the foregoing, (iii) an organization (except certain farmers'      
cooperatives described in Section 521 of the Code) which is exempt from tax     
imposed by Chapter 1 of the Code (unless such organization is subject to the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)  
rural electric and telephone cooperatives described in Section 1381 of the Code,
and (v) any other Person so designated by the Master Servicer based upon an     
Opinion of Counsel that the holding of an ownership interest in a Residual      
Certificate by such Person may cause any of the REMICs, or any Person having an 
Ownership Interest in any Class of Certificates, other than such Person, to     
incur a liability for any federal tax imposed under the Code that would not     
otherwise be imposed but for the transfer of an ownership interest in a Residual
Certificate to                                                                  

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such Person. The terms "United States," "State" and "international organization"
shall have the meanings set forth in Section 7701 of the Code or successor      
provisions.                                                                     

             "Distributable Certificate Interest" means, with respect to any
Distribution Date and any Class of Certificates (other than the Residual        
Certificates) or Interests, the sum of (A) Accrued Certificate Interest in      
respect of such Class or Classes or Interest, reduced (to not less than zero) by
(i) any Net Aggregate Prepayment Interest Shortfalls for such Class or Classes  
of Certificates or Interests, allocated on such Distribution Date to such Class 
or Classes or Interest pursuant to Section 6.7, and (ii) Realized Losses        
allocated on such Distribution Date to reduce the Distributable Certificate     
Interest payable to such Class or Classes or Interest pursuant to Section 6.6,  
plus (B) the Unpaid Interest, plus (C) if the Aggregate Certificate Balance is  
reduced because of a diversion of principal in accordance with Section          
5.2(a)(II)(iv), and there is a subsequent recovery of amounts as set forth in   
Section 6.6(c)(i), then interest at the applicable Pass-Through Rate that would 
have accrued and been distributable with respect to the amount that the         
Aggregate Certificate Balance was so reduced, which interest shall accrue from  
the date that the related Realized Loss is allocated through the end of the     
Interest Accrual Period related to the Distribution Date on which such amounts  
are subsequently recovered.                                                     

              "Distribution Account" means the Distribution Account maintained
by the Paying Agent on behalf of the Trustee, in accordance with the provisions 
of Section 5.3, which account shall be an Eligible Account.                     

              "Distribution Date" means the 12th day of each month or, if such
day is not a Business Day, the next succeeding Business Day, commencing May 14, 
2007.                                                                           

           "Due Date" means, with respect to a Mortgage Loan, a Serviced
Companion Mortgage Loan or a B Note, the date on which a Scheduled Payment is   
due.                                                                            

       "EDGAR" means the Commission's Electronic Data Gathering,
Analysis and Retrieval system.                                                  

              "Eligible Account" means an account (or accounts) that is any of
the following: (i) maintained with a depository institution or trust company (A)
whose commercial paper, short-term unsecured debt obligations or other          
short-term deposits are rated at least "A-1" by S&P, "F-1" by Fitch and         
"R-1(middle)" by DBRS or, if not rated by DBRS, an equivalent rating such as    
those listed above by at least two nationally recognized statistical rating     
organizations (which may include S&P, Fitch and/or Moody's), if the deposits are
to be held in the account for 30 days or less, or (B) whose long-term unsecured 
debt obligations are rated at least "AA-" by S&P (or "A-" if the short-term     
unsecured debt obligations are rated at least "A-1" by S&P), at least "AA-" by  
Fitch (or "A-" by Fitch so long as the short-term unsecured debt obligations are
rated not less than "F-1" by Fitch) and at least "A(high)" by DBRS (or if not   
rated by DBRS, an equivalent rating (such as those listed above for Fitch and   
S&P) by at least two nationally recognized statistical rating organizations     
(which may include S&P, Fitch and/or Moody's)), if the deposits are to be held  
in the account more than 30 days, or (ii) a segregated trust account or accounts
maintained in the trust department of the Trustee or the Paying Agent or other  
financial institution having a combined capital and surplus of at least         
$50,000,000 and subject to regulations regarding fiduciary funds on deposit     
similar to Title 12 of the Code of Federal Regulations Section 9.10(b), or (iii)
an account or accounts of a depository institution acceptable                   

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to each Rating Agency, as evidenced by Rating Agency Confirmation with respect  
to the use of any such account as the Certificate Account or the Distribution   
Account. Notwithstanding anything in the foregoing to the contrary, an account  
shall not fail to be an Eligible Account solely because it is maintained with   
Wells Fargo Bank, National Association, a wholly-owned subsidiary of Wells Fargo
& Co., provided that such subsidiary's or its parent's (A) commercial paper,    
short-term unsecured debt obligations or other short-term deposits are at least 
"A-1" in the case of S&P, "F-1" in the case of Fitch and "R-1(middle)" in the   
case of DBRS (or, if not rated by DBRS, an equivalent rating (such as those     
listed above for Fitch and S&P) by at least two nationally recognized           
statistical rating organizations (which may include S&P, Fitch and/or Moody's)),
if the deposits are to be held in the account for 30 days or less, or (B)       
long-term unsecured debt obligations are rated "AA-" (or "A-" if the short-term 
unsecured debt obligations are rated at least "A-1") in the case of S&P, at     
least "A+" in the case of Fitch, and at least "AA(low)" in the case of DBRS (or,
if not rated by DBRS, an equivalent rating (such as those listed above for Fitch
and S&P) by at least two nationally recognized statistical rating organizations 
(which may include S&P, Fitch and/or Moody's)) if the deposits are to be held in
the account for more than 30 days.                                              

           "Eligible Investments" means any one or more of the following
financial assets or other property:                                             

                   (i) direct obligations of, and obligations fully guaranteed
as to timely payment of principal and interest by, the United States of America,
FNMA, FHLMC or any agency or instrumentality of the United States of America the
obligations of which are backed by the full faith and credit of the United      
States of America; provided that any obligation of FNMA or FHLMC, other than an 
unsecured senior debt obligation of FNMA or FHLMC, shall be an Eligible         
Investment only if Rating Agency Confirmation is obtained with respect to such  
investment;                                                                     

                  (ii) demand or time deposits in, unsecured certificates of
deposit of, money market deposit accounts of, or bankers' acceptances issued by,
any depository institution or trust company (including the Trustee, the Master  
Servicer, the Special Servicer, the Paying Agent or any Affiliate of the Master 
Servicer, the Special Servicer, the Paying Agent or the Trustee, acting in its  
commercial capacity) incorporated or organized under the laws of the United     
States of America or any State thereof and subject to supervision and           
examination by federal or state banking authorities, so long as the commercial  
paper or other short-term debt obligations of such depository institution or    
trust company are rated "F-1" by Fitch, "A-1+" by S&P and "R-1(middle)" by DBRS 
(or, if not rated by DBRS, an equivalent rating (such as those listed above for 
Fitch and S&P) by at least two nationally recognized statistical rating         
organizations (which may include S&P, Fitch and/or Moody's)) or the long-term   
unsecured debt obligations of such depository institution or trust company have 
been assigned a rating by each Rating Agency at least equal "AA" by Fitch, "AA-"
by S&P or its equivalent and "AA(low)" by DBRS (or, if not rated by DBRS, an    
equivalent rating (such as those listed above for Fitch and S&P) by at least two
nationally recognized statistical rating organizations (which may include S&P,  
Fitch and/or Moody's)) or, in each case, if not rated by a Rating Agency, then  
such Rating Agency has issued a Rating Agency Confirmation;                     

                  (iii) repurchase agreements or obligations with respect to
any security described in clause (i) above where such security has a remaining  
maturity of one year or less                                                    

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and where such repurchase obligation has been entered into with a depository    
institution or trust company (acting as principal) described in clause (ii)     
above and where such repurchase obligation will mature prior to the Business Day
preceding the next date upon which, as set forth in this Agreement, such amounts
are required to be withdrawn from the Certificate Account and which meets the   
minimum rating requirement for such entity described above (or for which Rating 
Agency Confirmation is obtained with respect to such ratings);                  

                    (iv) debt obligations (other than stripped bonds or stripped
coupons) bearing interest or sold at a discount issued by any corporation       
incorporated under the laws of the United States of America or any state        
thereof, which securities are rated "AA-" or its equivalent by each Rating      
Agency, unless otherwise specified in writing by the Rating Agency; provided    
that securities issued by any particular corporation will not be Eligible       
Investments to the extent that investment therein will cause the                
then-outstanding principal amount of securities issued by such corporation and  
held in the Certificate Account to exceed 5% of the sum of the aggregate        
Certificate Principal Balance of the Principal Balance Certificates and the     
aggregate principal amount of all Eligible Investments in the Certificate       
Account;                                                                        

                 (v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on demand or on a 
specified date not more than one year after the date of issuance thereof) rated 
"F-1" by Fitch, "A-1+" by S&P and "R-1(middle)" by DBRS (and, if not rated by   
DBRS, an equivalent rating (such as those listed above for Fitch and S&P) by at 
least two nationally recognized statistical rating organizations (which may     
include S&P, Fitch and/or Moody's)) (or for which Rating Agency Confirmation is 
obtained with respect to such ratings);                                         

              (vi) units of investment funds (including money market
funds) that are rated in the highest long-term category by Fitch, or if not     
rated by Fitch, then Fitch has issued a Rating Agency Confirmation, "AAAm" by   
S&P and "AAA" by DBRS, or if not rated by DBRS, an equivalent rating (such as   
those listed above for Fitch and Moody's) by at least two nationally recognized 
statistical rating organizations (which may include S&P, Fitch and/or Moody's); 

                    (vii) guaranteed reinvestment agreements maturing within 365
days or less issued by any bank, insurance company or other corporation whose   
long-term unsecured debt rating is not less than "AA" (or its equivalent) by    
Fitch and "AA-" by S&P (if rated by Fitch or, if not rated by Fitch, by S&P and 
another nationally recognized statistical rating organization), or for which    
Rating Agency Confirmation is obtained with respect to such ratings and         
"AA(low)" by DBRS (or, if not rated by DBRS, an equivalent rating (such as those
listed above for Fitch and S&P) by at least two nationally recognized           
statistical rating organizations (which may include S&P, Fitch and/or Moody's));

                 (viii) any money market funds (including those managed or
advised by the Paying Agent or its affiliates) that maintain a constant asset   
value and that are rated rated "AAAm" or "AAAm-G" (or its equivalent rating) by 
S&P, "AAA" (or its equivalent rating) by Fitch (if so rated by Fitch) and "AAA" 
(or its equivalent) by DBRS (and, if not rated by DBRS, an equivalent rating by 
at least two nationally recognized statistical rating organizations (which may  
include S&P, Fitch and/or Moody's)), and any other demand, money-market or time 
deposit, or any other obligation, security or investment, with respect to which 
Rating Agency Confirmation has been obtained; and                               

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                 (ix) such other investments bearing interest or sold at a
discount, earning a return "in the nature of interest" within the meaning of    
Treasury Regulation Section 1.860G-2(g)(1)(i) (as evidenced by an Opinion of    
Counsel delivered to the Trustee and the Paying Agent by the Master Servicer at 
the Master Servicer's expense), as are acceptable to the Rating Agencies (as    
evidenced by Rating Agency Confirmation) and treated as "permitted investments" 
that are "cash flow investments" under Section 860G(a)(5) of the Code;          

provided (A) such investment is held for a temporary period pursuant to Section 
1.860G-2(g)(i) of the Treasury Regulations, (B) such investment is payable by   
the obligor in U.S. dollars, and (C) that no such instrument shall be an        
Eligible Investment (1) if such instrument evidences either (a) a right to      
receive only interest payments or only principal payments with respect to the   
obligations underlying such instrument or (b) a right to receive both principal 
and interest payments derived from obligations underlying such instrument and   
the principal and interest payments with respect to such instrument provide a   
yield to maturity of greater than 120% of the yield to maturity at par of such  
underlying obligations, or (2) if it may be redeemed at a price below the       
purchase price or (3) if it is not treated as a "permitted investment" that is a
"cash flow investment" under Section 860G(a)(5) of the Code; and provided,      
further, that any such instrument shall have a maturity date no later than the  
date such instrument is required to be used to satisfy the obligations under    
this Agreement, and, in any event, shall not have a maturity in excess of one   
year; any such instrument must have a predetermined fixed dollar of principal   
due at maturity that cannot vary or change; if rated, the obligation must not   
have an "r" highlighter affixed to its rating; interest on any variable rate    
instrument shall be tied to a single interest rate index plus a single fixed    
spread (if any) and move proportionally with that index; and provided, further, 
that no amount beneficially owned by any REMIC Pool (including any amounts      
collected by the Master Servicer but not yet deposited in the Certificate       
Account) may be invested in investments treated as equity interests for Federal 
income tax purposes. No Eligible Investments shall be purchased at a price in   
excess of par. For the purpose of this definition, units of investment funds    
(including money market funds) shall be deemed to mature daily.                 

              "Environmental Insurance Policy" shall mean, with respect to any
Mortgage Loan or the related Mortgaged Property or REO Property, any insurance  
policy covering pollution conditions and/or other environmental conditions that 
is maintained from time to time in respect of such Mortgage Loan, Mortgaged     
Property or REO Property, as the case may be, for the benefit of, among others, 
the Trustee on behalf of the Certificateholders.                                

             "Environmental Laws" means any and all federal, state and local
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,     
permits, concessions, grants, franchises, licenses, agreements or other         
governmental restrictions, now or hereafter in effect, relating to health or the
environment or to emissions, discharges or releases of chemical substances,     
including, without limitation, any and all pollutants, contaminants, petroleum  
or petroleum products, asbestos or asbestos-containing materials,               
polychlorinated biphenyls, urea-formaldehyde insulation, radon, industrial,     
toxic or hazardous substances or wastes, into the environment, including,       
without limitation, ambient air, surface water, ground water or land, or        
otherwise relating to the manufacture, processing, distribution, use, labeling, 
registration, treatment, storage, disposal, transport or handling of any of the 
foregoing substances or wastes or the clean-up or other remediation thereof.    

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          "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.                                                               

              "Escrow Account" means an account established by or on behalf of
the Master Servicer pursuant to Section 8.3(e).                                 

        "Escrow Amount" means any amount payable with respect to a
Mortgage Loan (including an A/B Mortgage Loan) for taxes, assessments, water    
rates, Standard Hazard Insurance Policy premiums, ground lease payments,        
reserves for capital improvements, deferred maintenance, repairs, tenant        
improvements, leasing commissions, rental achievements, environmental matters   
and other reserves or comparable items.                                         

              "Euroclear Bank" means Euroclear Bank, S.A./N.V., as operator of
the Euroclear system.                                                           

              "Event of Default" has the meaning set forth in Section 8.28(a).

            "Excess Interest" means, with respect to an ARD Loan if an ARD
Loan is not prepaid in full on or before its Anticipated Repayment Date, the    
excess, if any of (i) interest accrued at the rate of interest applicable to    
such Mortgage Loan after such Anticipated Repayment Date (plus any interest on  
such interest as may be provided for under the related Mortgage Loan documents) 
over (ii) interest accrued at the rate of interest applicable to such Mortgage  
Loan before such Anticipated Repayment Date. Excess Interest on an ARD Loan is  
an asset of the Trust, but shall not be an asset of any REMIC Pool formed       
hereunder.                                                                      
           "Excess Interest Sub-account" means an administrative account
deemed to be a sub-account of the Distribution Account. The Excess Interest     
Sub-account shall not be an asset of any REMIC Pool.                            

               "Excess Liquidation Proceeds" means, with respect to any Mortgage
Loan, the excess of (i) Liquidation Proceeds of a Mortgage Loan or related REO  
Property, over (ii) the amount that would have been received if a Principal     
Prepayment in full had been made with respect to such Mortgage Loan (or, in the 
case of an REO Property related to an A/B Mortgage Loan, a Principal Prepayment 
in full had been made with respect to both the related A Note and B Note, or, in
the case of an REO Property related to a Loan Pair, a Principal Prepayment in   
full had been made with respect to both the Serviced Pari Passu Mortgage Loan   
and the Serviced Companion Mortgage Loan) on the date such proceeds were        
received plus accrued and unpaid interest with respect to such Mortgage Loan and
any and all expenses (including Additional Trust Expenses and Unliquidated      
Advances) with respect to such Mortgage Loan. In the case of a Serviced Pari    
Passu Mortgage Loan, Excess Liquidation Proceeds means only the pro rata share  
of such proceeds that are allocated to the Trust.                               

              "Excess Servicing Fee" means, with respect to the Mortgage Loans
or the Serviced Companion Mortgage Loans for which an "excess servicing fee     
rate" is designated on the Mortgage Loan Schedule, the monthly fee payable to   
Wells Fargo Bank, National Association or its successors and assigns as holder  
of excess servicing rights, which fee shall accrue on the Scheduled Principal   
Balance of each such Mortgage Loan immediately prior to the Due Date occurring  
in each month at the per annum rate (determined in the same manner as the       

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applicable Mortgage Rate for such Mortgage Loan is determined for such month)   
specified on the Mortgage Loan Schedule (the "Excess Servicing Fee Rate"). The  
holder of excess servicing rights is entitled to Excess Servicing Fees only with
respect to the Mortgage Loans or Serviced Companion Mortgage Loans as indicated 
on Exhibit J hereto.                                                            

          "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.                              

      "Exchange Certification" means an Exchange Certification
substantially in the form set forth in Exhibit H hereto executed by a holder of 
an interest in a Regulation S Global Certificate or a Rule 144A-IAI Global      
Certificate, as applicable.                                                     

             "Exemption" means each of the individual prohibited transaction
exemptions relating to pass-through certificates and the operation of asset pool
investment trusts granted by the United States Department of Labor to the       
Underwriters, as amended.                                                       

               "Expense Loss" means a loss realized upon payment by the Trust of
an Additional Trust Expense.                                                    

       "Extension" has the meaning set forth in Section 9.15(a).

           "FDIC" means the Federal Deposit Insurance Corporation or any
successor thereto.                                                              

              "FHLMC" means the Federal Home Loan Mortgage Corporation, or any
successor thereto.                                                              

             "Final Certification" has the meaning set forth in Section 2.2.

         "Final Judicial Determination" has the meaning set forth in
Section 2.3(a).                                                                 

            "Final Prospectus Supplement" has the meaning set forth in the
Preliminary Statement hereto.                                                   

               "Final Recovery Determination" means a determination with respect
to any Mortgage Loan, B Note, Specially Serviced Mortgage Loan or Serviced      
Companion Mortgage Loan by the Special Servicer in consultation with the        
Operating Adviser and the Master Servicer (including a Mortgage Loan, a Serviced
Companion Mortgage Loan or a B Note that became an REO Property), in each case, 
in its good faith discretion, consistent with the Servicing Standard, that all  
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, Purchase       
Proceeds and other payments or recoveries that the Special Servicer expects to  
be finally recoverable on such Mortgage Loan, Serviced Companion Mortgage Loan  
or B Note, without regard to any obligation of the Master Servicer, the Special 
Servicer or the Trustee, as the case may be, to make payments from its own funds
pursuant to Article IV hereof, have been recovered. The Special Servicer shall  
be required to provide the Master Servicer with prompt written notice of any    
Final Recovery Determination with respect to any Specially Serviced Mortgage    
Loan upon making such determination. The Master Servicer shall notify the       
Trustee and the Paying Agent of such determination and the Paying Agent shall   
deliver a copy of such notice to each Rating Agency.                            

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          "Final Scheduled Distribution Date" means, for each Class of
rated Certificates, the Distribution Date on which such Class would be paid in  
full if payments were made on the Mortgage Loans in accordance with their terms,
except that ARD Loans are assumed to be repaid on their Anticipated Repayment   
Dates.                                                                          

            "Financial Market Publishers" means Trepp, LLC, Bloomberg L.P.
and Intex Solutions, Inc., or any successor entities thereof.                   

     "Fitch" means Fitch, Inc. or its successor in interest.

            "FNMA" means the Federal National Mortgage Association, or any
successor thereto.                                                              

            "Form 8-K Disclosure Information" has the meaning set forth in
Section 13.7.                                                                   

        "Free Writing Prospectus" has the meaning set forth in the
Preliminary Statement hereto.                                                   

              "Global Certificate" means any Rule 144A-IAI Global Certificate,
Regulation S Temporary Global Certificate or Regulation S Permanent Global      
Certificate.                                                                    

      "Grantor Trust Pool" means the segregated pool of assets
designated as the "Class P Grantor Trust" pursuant to Section 12.5 hereof.      

      "Holder" means the Person in whose name a Certificate is
registered on the Certificate Register.                                         

              "IAI Definitive Certificate" means, with respect to any Class of
Certificates sold to Institutional Accredited Investors who are not Qualified   
Institutional Buyers, a Certificate in definitive, fully registered certificated
form without interest coupons.                                                  

               "Independent" means, when used with respect to any Accountants, a
Person who is "independent" within the meaning of Rule 2-01(B) of the Securities
and Exchange Commission's Regulation S-X. Independent means, when used with     
respect to any other Person, a Person who (A) is in fact independent of another 
specified Person and any Affiliate of such other Person, (B) does not have any  
material direct or indirect financial interest in such other Person or any      
Affiliate of such other Person, (C) is not connected with such other Person or  
any Affiliate of such other Person as an officer, employee, promoter,           
underwriter, trustee, partner, director or Person performing similar functions  
and (D) is not a member of the immediate family of a Person defined in clause   
(B) or (C) above.                                                               

            "Independent Contractor" means, either (i) with respect to any
Mortgage Loan (A) that is not a Specially Serviced Mortgage Loan, any Person    
designated by the Master Servicer (other than the Master Servicer, but which may
be an Affiliate of the Master Servicer), or (B) that is a Specially Serviced    
Mortgage Loan, any Person designated by the Special Servicer that would be an   
"independent contractor" with respect to a REMIC Pool within the meaning of     
Section 856(d)(3) of the Code if such REMIC Pool were a real estate investment  
trust (except that the ownership test set forth in such Section shall be        
considered to be met by any Person that owns, directly or indirectly, 35% or    
more of the Aggregate Certificate Balance or Notional                           

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Amount, as the case may be, of any Class of the Certificates (other than the    
Residual Certificates), a Percentage Interest of 35% or more in the Residual    
Certificates or such other interest in any Class of the Certificates or of the  
applicable REMIC Pool as is set forth in an Opinion of Counsel, which shall be  
at no expense to the Trustee or the Trust) so long as such REMIC Pool does not  
receive or derive any income from such Person and provided that the relationship
between such Person and such REMIC is at arm's length, all within the meaning of
Treasury Regulations Section 1.856-4(b)(5), or (ii) any other Person (including 
the Master Servicer or the Special Servicer) upon receipt by the Trustee of an  
Opinion of Counsel, which shall be at the expense of the Person delivering such 
opinion to the Trustee, to the effect that the taking of any action in respect  
of any REO Property by such Person, subject to any conditions therein specified,
that is otherwise herein contemplated to be taken by an Independent Contractor  
will not cause such REO Property to cease to qualify as "foreclosure property"  
within the meaning of Section 860G(a)(8) of the Code (determined without regard 
to the exception applicable for purposes of Section 860D(a) of the Code), or    
cause any income realized in respect of such REO Property to fail to qualify as 
Rents from Real Property.                                                       

               "Initial Certification" has the meaning set forth in Section 2.2.

               "Initial Deposit" means the amount of all collections made on the
Mortgage Loans from the Cut-Off Date to and excluding the Closing Date.         

          "Initial Review Period" has the meaning set forth in Section
9.4(d).                                                                         

          "Inspection Report" means the report delivered by the Master
Servicer or the Special Servicer, as the case may be, substantially in the form 
of Exhibit L hereto.                                                            

        "Institutional Accredited Investor" means an institutional
accredited investor qualifying pursuant to Rule 501(a)(1), (2), (3) or (7) of   
Regulation D of the Securities Act.                                             

        "Insured Environmental Event" has the meaning set forth in
Section 9.1(f).                                                                 

           "Insurance Policies" means, collectively, any Standard Hazard
Insurance Policy, flood insurance policy, title insurance policy, terrorism     
insurance policy or Environmental Insurance Policy relating to the Mortgage     
Loans or the Mortgaged Properties in effect as of the Closing Date or thereafter
during the term of this Agreement.                                              

              "Insurance Proceeds" means amounts paid by the insurer under any
Insurance Policy, other than amounts required to be paid over to the Mortgagor  
pursuant to law, the related Mortgage Loan, the related Serviced Companion      
Mortgage Loan, the related B Note or the Servicing Standard. With respect to the
Mortgaged Property securing any Non-Serviced Mortgage Loan or Non-Serviced      
Companion Mortgage Loan, only the portion of such amounts payable to the holder 
of the related Non-Serviced Mortgage Loan shall be included in Insurance        
Proceeds, and with respect to the Mortgaged Property securing any Loan Pair or  
A/B Mortgage Loan, only the portion of such amounts payable to the holder of the
related Serviced Pari Passu Mortgage Loan or the related A Note, as applicable, 
shall be included in Insurance Proceeds.                                        

              "Intercreditor Agreement" means, with respect to an A/B Mortgage
Loan, the related intercreditor agreement by and between the holder of the      
related A Note(s) and the holder                                                

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of the related B Note relating to the relative rights of such holders of the    
respective A Note(s) and B Note, as the same may be further amended from time to
time in accordance with the terms thereof.                                      

            "Interest" means a REMIC I Interest or a REMIC II Interest, as
applicable.                                                                     

              "Interest Accrual Period" means, for any Distribution Date, with
respect to all Classes of Certificates and Interests (other than the Residual   
Certificates), the period beginning on the first day of the month preceding the 
month in which such Distribution Date occurs and ending on the last day of the  
month preceding the month in which such Distribution Date occurs.               

            "Interest Reserve Account" means that Interest Reserve Account
maintained by the Master Servicer pursuant to Section 5.1(a), which account     
shall be an Eligible Account.                                                   

            "Interest Reserve Amount" has the meaning set forth in Section
5.1(d).                                                                         

               "Interest Reserve Loans" shall mean the Mortgage Loans which bear
interest other than on the basis of a 360-day year consisting of twelve (12)    
30-day months.                                                                  

             "Interested Person" means, as of any date of determination, the
Master Servicer, the Special Servicer, the Depositor, the holder of any related 
Junior Indebtedness (with respect to any particular Mortgage Loan), a holder of 
50% or more of the Controlling Class, the Operating Adviser, any Independent    
Contractor engaged by the Master Servicer or the Special Servicer pursuant to   
this Agreement, or any Person actually known to a Responsible Officer of the    
Trustee to be an Affiliate of any of them.                                      

            "Joint Mortgage Loan" means a Mortgage Loan originated by more
that one Seller. There are no Joint Mortgage Loans related to the Trust.        

           "Junior Indebtedness" means any indebtedness of any Mortgagor
that is secured by a lien that is junior in right of payment to the lien of the 
Mortgage securing the related Mortgage Note.                                    

          "Late Collections" means, with respect to any Mortgage Loan,
Serviced Companion Mortgage Loan or B Note, all amounts received during any     
Collection Period, whether as late payments or as Liquidation Proceeds,         
Insurance Proceeds, Condemnation Proceeds, Purchase Proceeds or otherwise, that 
represent payments or collections of Scheduled Payments due but delinquent for a
previous Collection Period and not previously recovered.                        

          "Late Fee" means a fee payable to the Master Servicer or the
Special Servicer, as the case may be, to the extent actually collected from the 
Mortgagor as provided in the related Mortgage Loan, Serviced Companion Mortgage 
Loan or the related B Note in connection with a late payment made by such       
Mortgagor. References in this Agreement to Late Fees and default interest in    
respect of any Loan Pair or in respect of any Non-Serviced Mortgage Loan and its
related Non-Serviced Companion Mortgage Loan shall mean only the portion thereof
that is received by the Trust in accordance with the applicable Loan Pair       
Intercreditor Agreement (or with respect to a Joint Mortgage Loan treated as a  
Loan Pair in accordance with Section 8.31 hereof, the applicable Mortgage Loan  
documents) or Non-Serviced Mortgage Loan Intercreditor Agreement.               
Notwithstanding anything to the contrary in this Agreement, Late Fees relating, 
and                                                                             

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allocated, to any B Note in accordance with the related Intercreditor Agreement 
(after being first applied to Advance Interest) shall be payable to the Holder  
of the related B Note in accordance with the related Intercreditor Agreement.   

         "Liquidation Expenses" means reasonable and direct expenses
incurred by the Special Servicer on behalf of the Trust in connection with the  
liquidation of any Specially Serviced Mortgage Loan or REO Property acquired in 
respect thereof including, without limitation, reasonable legal fees and        
expenses in connection with a closing, brokerage commissions and conveyance     
taxes for such Specially Serviced Mortgage Loan. All Liquidation Expenses       
relating to disposition of the Specially Serviced Mortgage Loan shall be (i)    
paid out of income from the related REO Property, to the extent available, (ii) 
paid out of related proceeds from liquidation or (iii) advanced by the Master   
Servicer or the Special Servicer, subject to Section 4.4 and Section 4.6(e)     
hereof, as a Servicing Advance.                                                 

            "Liquidation Fee" means a fee equal to the product of (x) 1.0%
and (y) the Liquidation Proceeds received in connection with a final disposition
of a Specially Serviced Mortgage Loan or REO Property or portion thereof and any
Condemnation Proceeds and Insurance Proceeds received by the Trust (net of any  
expenses incurred by the Special Servicer on behalf of the Trust in connection  
with the collection of such Condemnation Proceeds and Insurance Proceeds) other 
than Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds received 
in connection with any Non-Serviced Mortgage Loan. For the avoidance of doubt, a
Liquidation Fee will be payable in connection with a repurchase of an A Note by 
the holder of the related B Note unless otherwise provided in the related       
Intercreditor Agreement.                                                        

    "Liquidation Proceeds" means proceeds from the sale or
liquidation (provided that for the purposes of calculating Liquidation Fees     
hereunder, Liquidation Proceeds shall not include any proceeds from a repurchase
of a Mortgage Loan by a Seller due to a Material Breach of a representation or  
warranty or Material Document Defect) of a Mortgage Loan, a Serviced Companion  
Mortgage Loan or a B Note or related REO Property, net of Liquidation Expenses. 
With respect to the mortgaged property or properties securing any Non-Serviced  
Mortgage Loan or Non-Serviced Companion Mortgage Loan, only the portion of such 
amounts payable to the holder of the related Non-Serviced Mortgage Loan will be 
included in Liquidation Proceeds, and with respect to the mortgaged property or 
properties securing any Loan Pair or A/B Mortgage Loan, only an allocable       
portion of such Liquidation Proceeds will be distributable to the               
Certificateholders.                                                             

              "Liquidation Realized Loss" means, with respect to each Mortgage
Loan or REO Property, as the case may be, as to which a Cash Liquidation, or    
other liquidation or REO Disposition has occurred, an amount equal to the sum,  
without duplication, of (A) the Principal Balance (as increased by any          
Unliquidated Advance with respect to such Mortgage Loan) of the Mortgage Loan   
(or such deemed Principal Balance, in the case of an REO Mortgage Loan) as of   
the date of the Cash Liquidation, or other liquidation or REO Disposition       
(adjusted in accordance with Section 6.6(c)(i)), plus (B) unpaid interest and   
interest accrued thereon at the applicable Mortgage Rate (including interest    
accrued and unpaid on the portion of the Principal Balance added in accordance  
with Section 6.6(c)(i), which interest shall accrue from the date of the        
reduction in the Principal Balance resulting from the allocation of a Realized  
Loss incurred pursuant to Section 6.6(b)(i)), plus (C) any expenses (including  
Additional Trust Expenses, unpaid Servicing Advances and unpaid Advance         
Interest) incurred in connection with such                                      

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Mortgage Loan that have been paid or are payable or reimbursable to any Person, 
other than amounts included in the definition of Liquidation Expenses and       
amounts previously treated as Expense Losses attributable to principal (and     
interest thereon) minus the sum of (i) REO Income applied as recoveries of      
principal or interest on the related Mortgage Loan or REO Property, and (ii)    
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, Late           
Collections and all other amounts recovered from the related Mortgagor and      
received during the Collection Period in which such Cash Liquidation, or other  
liquidation or REO Disposition occurred and which are not required under any    
Intercreditor Agreement, any Loan Pair Intercreditor Agreement (or with respect 
to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.31 
hereof, the applicable Mortgage Loan documents) or Non-Serviced Mortgage Loan   
Intercreditor Agreement to be payable or reimbursable to any holder of a B Note,
a Serviced Companion Mortgage Loan or a Non-Serviced Companion Mortgage Loan.   
REO Income and Liquidation Proceeds shall be applied first to reimburse the     
Master Servicer, the Special Servicer and the Trustee as applicable, to the     
extent that Section 5.2(a)(I) otherwise entitles such party to reimbursement,   
for any Nonrecoverable Advance with respect to the related Mortgage Loan, and   
then for all Workout-Delayed Reimbursement Amounts with respect to such related 
Mortgage Loan (but not any such amount that has become Unliquidated Advances),  
and any remaining REO Income and Liquidation Proceeds and any Condemnation      
Proceeds and Insurance Proceeds shall be applied first against any Additional   
Trust Expenses (to the extent not included in the definition of Liquidation     
Expenses) for such Mortgage Loan, next as a recovery of any Nonrecoverable      
Advance (and interest thereon) with respect to such Mortgage Loan previously    
paid from principal collections pursuant to Section 5.2(a)(II), next to any     
Unliquidated Advances with respect to such Mortgage Loan, next to the unpaid    
interest on the Mortgage Loan, calculated as set forth in clause (B) above, and 
then against the Principal Balance of such Mortgage Loan, calculated as set     
forth in clause (A) above.                                                      

            "Loan Group" means either Loan Group 1 or Loan Group 2, as the
case may be.                                                                    

          "Loan Group 1" means all of the Mortgage Loans that are Loan
Group 1 Mortgage Loans and any successor REO Mortgage Loans with respect        
thereto.                                                                        

             "Loan Group 1 Mortgage Loan" means any Mortgage Loan identified
on the Mortgage Loan Schedule as belonging to Loan Group 1.                     

          "Loan Group 2" means all of the Mortgage Loans that are Loan
Group 2 Mortgage Loans and any successor REO Mortgage Loans with respect        
thereto.                                                                        

             "Loan Group 2 Mortgage Loan" means any Mortgage Loan identified
on the Mortgage Loan Schedule as belonging to Loan Group 2.                     

           "Loan Pair" means a Serviced Pari Passu Mortgage Loan and the
related Serviced Companion Mortgage Loan, collectively.                         

               "Loan Pair Intercreditor Agreement" means, with respect to a Loan
Pair, the related intercreditor agreement by and between the holders of the     
related Serviced Pari Passu Mortgage Loan and the related Serviced Companion    
Mortgage Loan relating to the relative rights of such holders, as the same may  
be further amended from time to time in accordance with the terms thereof.      

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           "Loan-to-Value Ratio" means, as of any date with respect to a
Mortgage Loan, the fraction, expressed as a percentage, the numerator of which  
is the Principal Balance of such Mortgage Loan at the date of determination and 
the denominator of which is the value of the Mortgaged Property as shown on the 
most recent Appraisal or valuation of the Mortgaged Property which is available 
as of such date or, in the case of any Non-Serviced Mortgage Loan or Loan Pair, 
the allocable portion thereof.                                                  

             "Lock-Box Account" has the meaning set forth in Section 8.3(g).

            "Lock-Box Agreement" means, with respect to any Mortgage Loan,
any lock-box agreement relating to such Mortgage Loan among the related         
Mortgagor, a depositary institution and the Master Servicer (or the Primary     
Servicer or Sub-Servicer on its behalf) pursuant to which a Lock-Box Account is 
created.                                                                        

 "Losses" has the meaning set forth in Section 12.4.

            "Luxembourg Paying Agent" has the meaning set forth in Section
7.18.                                                                           

              "Luxembourg Transfer Agent" has the meaning set forth in Section
7.18.                                                                           

"MAI" means Member of the Appraisal Institute.    

            "Master Servicer" means Wells Fargo Bank, National Association
and its permitted successors or assigns.                                        

            "Master Servicer Consent Matters" has the meaning set forth in
Section 8.3(a).                                                                 

             "Master Servicer Indemnified Parties" has the meaning set forth
in Section 8.25(a).                                                             

           "Master Servicer Losses" has the meaning set forth in Section
8.25(a).                                                                        

            "Master Servicer Remittance Date" means, for each Distribution
Date, the Business Day immediately preceding such Distribution Date.            

            "Master Servicer Remittance Report" means a report prepared by
the Master Servicer and in such media as may be agreed upon by the Master       
Servicer and the Paying Agent containing such information regarding the Mortgage
Loans as will permit the Paying Agent to calculate the amounts to be distributed
to the Certificateholders pursuant to this Agreement and to furnish the Monthly 
Certificateholders Report to Certificateholders required to be delivered        
hereunder and containing such additional information as the Master Servicer, the
Paying Agent and the Depositor may from time to time mutually agree.            

              "Master Servicing Fee" means for each calendar month, as to each
Mortgage Loan, Serviced Companion Mortgage Loan and B Note (including REO       
Mortgage Loans and Defeasance Loans) but not as to any Non-Serviced Mortgage    
Loan (as to which there is no Master Servicing Fee payable to the Master        
Servicer under this Trust), an amount equal to the Master Servicing Fee Rate    
applicable to such month (determined in the same manner (other than the rate of 
accrual) as the applicable Mortgage Rate is determined for such Mortgage Loan,  

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Serviced Companion Mortgage Loan or B Note for such month) multiplied by the    
Scheduled Principal Balance of such Mortgage Loan, Serviced Companion Mortgage  
Loan or B Note immediately before the Due Date occurring in such month, subject 
to reduction in respect of Compensating Interest, as set forth in Section       
8.10(c).                                                                        

              "Master Servicing Fee Rate" means, with respect to each Mortgage
Loan Serviced Companion Mortgage Loan and B Note (including any Mortgage Loan   
relating to an REO Property), the rate per annum specified as such on the       
Mortgage Loan Schedule. With respect to a Non-Serviced Mortgage Loan, except as 
provided for on the Mortgage Loan Schedule, no Master Servicing Fee Rate is     
charged by the Master Servicer, but the Pari Passu Loan Servicing Fee Rate is   
charged by the applicable Non-Serviced Mortgage Loan Master Servicer pursuant to
the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.         

            "Material Breach" has the meaning set forth in Section 2.3(a).

             "Material Document Defect" has the meaning set forth in Section
2.3(a).                                                                         

       "Maturity Date" means, with respect to any Mortgage Loan,
Serviced Companion Mortgage Loan or B Note as of any date of determination, the 
date on which the last payment of principal is due and payable thereunder, after
taking into account all Principal Prepayments received and any Deficient        
Valuation, Debt Service Reduction Amount or modification of the Mortgage Loan,  
Serviced Companion Mortgage Loan or B Note occurring prior to such date of      
determination, but without giving effect to (i) any acceleration of the         
principal of such Mortgage Loan, Serviced Companion Mortgage Loan or B Note or  
(ii) any grace period permitted by such Mortgage Loan, B Note or Serviced       
Companion Mortgage Loan.                                                        

         "MERS" means Mortgage Electronic Registration Systems, Inc.

      "Modification Fee" means a fee, if any, collected from a
Mortgagor by the Master Servicer in connection with a modification of any       
Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion     
Mortgage Loan or B Note other than a Specially Serviced Mortgage Loan or        
collected in connection with a modification by the Special Servicer of a        
Specially Serviced Mortgage Loan.                                               

            "Modification Loss" means, with respect to each Mortgage Loan,
(i) a decrease in the Principal Balance of such Mortgage Loan as a result of a  
modification thereof in accordance with the terms hereof, (ii) any expenses     
connected with such modification, to the extent (x) reimbursable to the Trustee,
the Special Servicer or the Master Servicer and (y) not recovered from the      
Mortgagor or (iii) in the case of a modification of such Mortgage Loan that     
reduces the Mortgage Rate thereof, the excess, on each Due Date, of the amount  
of interest that would have accrued at a rate equal to the original Mortgage    
Rate, over interest that actually accrued on such Mortgage Loan during the      
preceding Collection Period.                                                    

            "Money Term" means with respect to any Mortgage Loan, Serviced
Companion Mortgage Loan or B Note, the Maturity Date, Mortgage Rate, Principal  
Balance, amortization term or payment frequency thereof or any provision thereof
requiring the payment of a prepayment premium, yield maintenance charge or      
percentage premium in connection with a principal prepayment (and shall not     
include late fees or default interest provisions).                              

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         "Monthly Certificateholders Report" means a report provided
pursuant to Section 5.4 by the Paying Agent monthly as of the related           
Determination Date generally in the form and substance of Exhibit M, which sets 
forth, to the extent applicable: (i) the date of such Distribution Date, and of 
the Record Date, Interest Accrual Period, and Determination Date for such       
Distribution Date; (ii) the Available Distribution Amount for the Distribution  
Date, and any other cash flows received on the Mortgage Loans and applied to pay
fees and expenses (including the components of the Available Distribution Amount
or such other cash flows); (iii) the aggregate amount of servicing fees, Special
Servicing Fees, other special servicing compensation and Trustee Fees paid to   
the Master Servicer, the Primary Servicer, the Special Servicer, the holders of 
the rights to Excess Servicing Fees, the Trustee and the Paying Agent with      
respect to the Mortgage Loans; (iv) the amount of other fees and expenses       
accrued and paid from the Trust, including without limitation Advance           
reimbursement and interest on Advances, and specifying the purpose of such fees 
or expenses and the party receiving payment of those amounts, if applicable; (v)
the amount, if any, of such distributions to the Holders of each Class of       
Principal Balance Certificates applied to reduce the respective Certificate     
Balances thereof; (vi) the amount of such distribution to holders of each Class 
of Certificates allocable to (A) interest accrued (including Excess Interest) at
the respective Pass-Through Rates, less any Net Aggregate Prepayment Interest   
Shortfalls and (B) Prepayment Premiums; (vii) the amount of any shortfall in    
principal distributions and any shortfall in interest distributions to each     
applicable Class of Certificates; (viii) the amount of excess cash flow, if any 
distributed to the holder of the Residual Certificates; (ix) the aggregate      
Certificate Balance or Notional Amount of each Class of Certificates before and 
after giving effect to the distribution made on such Distribution Date; (x) the 
Pass-Through Rate applicable to each Class of Certificates for such Distribution
Date; (xi) the Weighted Average Mortgage Rate (and interest rates by            
distributional groups or ranges) of the Mortgage Loans as of the related        
Determination Date; (xii) the number of outstanding Mortgage Loans and the      
aggregate Principal Balance and Scheduled Principal Balance of the Mortgage     
Loans and the weighted average remaining term at the close of business on such  
Determination Date, with respect to the Mortgage Loans and with respect to each 
Loan Group; (xiii) the number and aggregate Scheduled Principal Balance of      
Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C)        
delinquent 90 or more days, (D) as to which foreclosure proceedings have been   
commenced, or (E) as to which bankruptcy proceedings have been commenced; (xiv) 
the aggregate amount and general purpose of Servicing Advances and P&I Advances 
outstanding, separately stated, that have been made by the Master Servicer, the 
Special Servicer and the Trustee with respect to the Mortgage Loans and the     
aggregate amount and general purpose of Servicing Advances and P&I Advances made
by the applicable Non-Serviced Mortgage Loan Master Servicer in respect of the  
Non-Serviced Mortgage Loans; (xv) the number and related Principal Balances of  
any Mortgage Loans modified, extended or waived on a loan-by-loan basis since   
the previous Determination Date (including a description of any modifications,  
extensions or waivers to mortgage loan terms, fees, penalties or payments during
the distribution period as provided to the Paying Agent); (xvi) with respect to 
any REO Property included in the Trust, the Principal Balance of the related    
Mortgage Loan as of the date of acquisition of the REO Property and the         
Scheduled Principal Balance thereof; (xvii) as of the related Determination Date
(A) as to any REO Property sold during the related Collection Period, the date  
of the related determination by the Special Servicer that it has recovered all  
payments which it expects to be finally recoverable and the amount of the       
proceeds of such sale deposited into the Certificate Account, and (B) the       
aggregate amount of other revenues collected by the Special Servicer with       
respect to each REO Property during the related Collection Period               

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and credited to the Certificate Account, in each case identifying such REO      
Property by the loan number of the related Mortgage Loan; (xviii) the aggregate 
amount of Principal Prepayments made during the related Collection Period with  
respect to the Mortgage Loans and with respect to each Loan Group; (xix) the    
amount of Unpaid Interest and Realized Losses, if any, incurred with respect to 
the Mortgage Loans, including a breakout by type of such Realized Losses with   
respect to the Mortgage Loans and with respect to each Loan Group; (xx) any     
Material Breaches of Mortgage Loan representations and warranties of which the  
Trustee, the Master Servicer or the Special Servicer has received written       
notice; and (xxi) the amount of any Appraisal Reductions effected during the    
related Collection Period on a loan-by-loan basis and the total Appraisal       
Reductions in effect as of such Distribution Date (and in the case of the       
Non-Serviced Mortgage Loans, the amount of any appraisal reductions effected    
under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement).  
In the case of information furnished pursuant to subclauses (v), (vi) and (ix)  
above, the amounts shall be expressed in the aggregate and as a dollar amount   
per $1,000 of original principal amount of the Certificates for all Certificates
of each applicable Class.                                                       

             "Moody's" means Moody's Investors Service Inc. or its successor
in interest.                                                                    

              "Mortgage" means the mortgage, deed of trust or other instrument
securing a Mortgage Note.                                                       

        "Mortgage File" means the mortgage documents listed below:

    (i) the original Mortgage Note bearing all intervening
endorsements, endorsed "Pay to the order of LaSalle Bank National Association,  
as Trustee for Bear Stearns Commercial Mortgage Securities Inc., Commercial     
Mortgage Pass-Through Certificates, Series 2007-TOP26, without recourse,        
representation or warranty" or if the original Mortgage Note is not included    
therein, then a lost note affidavit with a copy of the Mortgage Note attached   
thereto;                                                                        

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

             (iii) the originals of all agreements modifying a Money Term or
other material modification, consolidation and extension agreements, if any,    
with evidence of recording thereon, or if such original modification,           
consolidation or extension agreements have been                                 

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delivered to the appropriate recording office for recordation and either have   
not yet been returned on or prior to the 45th day following the Closing Date    
with evidence of recordation thereon or have been lost after recordation, true  
copies of such modifications, consolidations or extensions certified by the     
applicable Seller together with (A) in the case of a delay caused by the public 
recording office, an Officer's Certificate of the applicable Seller stating that
such original modification, consolidation or extension agreement has been       
dispatched or sent to the appropriate public recording official for recordation 
or (B) in the case of an original modification, consolidation or extension      
agreement that has been lost after recordation, a certification by the          
appropriate county recording office where such document is recorded that such   
copy is a true and complete copy of the original recorded modification,         
consolidation or extension agreement, and the originals of all assumption       
agreements, if any;                                                             

             (iv) an original Assignment of Mortgage for each Mortgage Loan,
in form and substance acceptable for recording, signed by the holder of record  
in blank or in favor of "LaSalle Bank National Association, as Trustee for Bear 
Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through   
Certificates, Series 2007-TOP26"; provided, if the related Mortgage has been    
recorded in the name of MERS or its designee, no Assignment of Mortgage in favor
of the Trustee will be required to be recorded or delivered and instead, the    
applicable Seller shall take all actions as are necessary to cause the Trustee  
to be shown as and shall deliver to the Master Servicer and the Special Servicer
evidence confirming that the Trustee is shown as the owner on the record of     
MERS, and the Trustee shall take all actions necessary to confirm that it is    
shown as, the owner of the related Mortgage on the record of MERS for purposes  
of the system of recording transfers of beneficial ownership of mortgages       
maintained by MERS;                                                             

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

           (vi) if the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording  
thereon or, if such Assignment of Leases has not been returned on or prior to   
the 45th day following the Closing Date from the applicable public recording    
office, a copy of such Assignment of Leases certified by the applicable Seller  
to be a true and complete copy of the original Assignment of Leases submitted   
for recording, together with (A) an original of each assignment of such         
Assignment of Leases with evidence of recording thereon and showing a complete  
recorded chain of assignment from                                               

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the named assignee to the holder of record, and if any such assignment of such  
Assignment of Leases has not been returned from the applicable public recording 
office, a copy of such assignment certified by the applicable Seller to be a    
true and complete copy of the original assignment submitted for recording, and  
(B) an original assignment of such Assignment of Leases, in recordable form,    
signed by the holder of record in favor of "LaSalle Bank National Association,  
as Trustee for Bear Stearns Commercial Mortgage Securities Inc., Commercial     
Mortgage Pass-Through Certificates, Series 2007-TOP26," which assignment may be 
effected in the related Assignment of Mortgage; provided, if the related        
Assignment of Leases has been recorded in the name of MERS or its designee, no  
assignment of Assignment of Leases in favor of the Trustee will be required to  
be recorded or delivered and instead, the applicable Seller shall take all      
actions as are necessary to cause the Trustee to be shown as and shall deliver  
to the Master Servicer and the Special Servicer evidence confirming that the    
Trustee is shown as the owner on the record of MERS, and the Trustee shall take 
all actions necessary to confirm that it is shown as, the owner of the related  
Assignment of Leases on the record of MERS for purposes of the system of        
recording transfers of beneficial ownership of mortgages maintained by MERS;    

       (vii) the original of each guaranty, if any, constituting
additional security for the repayment of such Mortgage Loan;                    

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

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

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

         (xi) copies of any loan agreements, lock-box agreements and
intercreditor agreements (including, without limitation, any Intercreditor      
Agreement, any Non-Serviced Mortgage Loan Intercreditor Agreement and any Loan  
Pair Intercreditor Agreement, and a copy (that is, not the original) of the     
mortgage note evidencing the related Serviced Companion Mortgage Loan and B     
Note) related to any Mortgage Loan;                                             

             (xii) either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan, which shall be       
assigned and delivered to the                                                   

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

          (xiii) the original or a copy of the environmental indemnity
agreement, if any, related to any Mortgage Loan;                                

       (xiv) third-party management agreements for all Mortgaged
Properties operated as hotels and for all Mortgaged Properties securing Mortgage
Loans with a Cut-Off Date Principal Balance equal to or greater than            
$20,000,000;                                                                    

(xv) any Environmental Insurance Policy;          

    (xvi) any affidavit and indemnification agreement; and

              (xvii) with respect to any Non-Serviced Mortgage Loan, a copy of
the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.         

           With respect to any Non-Serviced Mortgage Loan, the preceding
document delivery requirements will be met by the delivery by the Depositor of  
copies of the documents specified above (other than the Mortgage Notes (and all 
intervening endorsements) respectively evidencing such Non-Serviced Mortgage    
Loan with respect to which the originals shall be required), including a copy of
such Non-Serviced Mortgage Loan Mortgage. To the extent that the custodian with 
respect to any Non-Serviced Mortgage Loan is also acting as the Custodian under 
this Agreement, copies of the mortgage documents specified in this definition of
"Mortgage File" shall not be required with respect to such Non-Serviced Mortgage
Loan.                                                                           

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             Notwithstanding anything to the contrary contained herein, with
respect to a Joint Mortgage Loan, delivery of the Mortgage File by either of the
applicable Sellers shall satisfy the delivery requirements for both of the      
applicable Sellers.                                                             

              "Mortgage Loan" means a Mortgage Note secured by a Mortgage, and
all amendments and modifications thereof, identified on the Mortgage Loan       
Schedule, as amended from time to time, provided that the term "Mortgage Loan"  
shall include any Defeasance Loan and any Non-Serviced Mortgage Loan (but shall 
not include any Non-Serviced Companion Mortgage Loan) but with respect to (i)   
any A/B Mortgage Loan, shall include the A Note (but shall not include the      
related B Note) and (ii) any Loan Pair, shall include the Serviced Pari Passu   
Mortgage Loan (but shall not include the related Serviced Companion Mortgage    
Loan).                                                                          

             "Mortgage Loan Purchase Agreement" means Mortgage Loan Purchase
Agreement I, Mortgage Loan Purchase Agreement II, Mortgage Loan Purchase        
Agreement III or Mortgage Loan Purchase Agreement IV, as the case may be.       

              "Mortgage Loan Purchase Agreement I" means that certain Mortgage
Loan Purchase Agreement between BSCMI and the Depositor dated as of April 5,    
2007 with respect to the BSCMI Loans, a form of which is attached hereto as     
Exhibit K-1.                                                                    

               "Mortgage Loan Purchase Agreement II" means that certain Mortgage
Loan Purchase Agreement between Wells Fargo and the Depositor dated as of April 
5, 2007 with respect to the Wells Fargo Loans, a form of which is attached      
hereto as Exhibit K-2.                                                          

       "Mortgage Loan Purchase Agreement III" means that certain
Mortgage Loan Purchase Agreement between Principal II and the Depositor dated as
of April 5, 2007 with respect to the Principal Loans, a form of which is        
attached hereto as Exhibit K-3.                                                 

               "Mortgage Loan Purchase Agreement IV" means that certain Mortgage
Loan Purchase Agreement between MSMC and the Depositor dated as of April 5, 2007
with respect to the MSMC Loans, a form of which is attached hereto as Exhibit   
K-4.                                                                            

            "Mortgage Loan Schedule" or "Loan Schedule" means collectively
the schedule attached hereto as Schedule I, which identifies each BSCMI Loan,   
the schedule attached hereto as Schedule II, which identifies each Wells Fargo  
Loan, the schedule attached hereto as Schedule III, which identifies each       
Principal II Loan and the schedule attached hereto as Schedule IV, which        
identifies each MSMC Loan, as such schedules may be amended from time to time   
pursuant to Section 2.3.                                                        

              "Mortgage Note" means the note or other evidence of indebtedness
evidencing the indebtedness of a Mortgagor under a Mortgage Loan.               

        "Mortgage Rate" means, for a given Mortgage Loan, Serviced
Companion Mortgage Loan or B Note, the per annum rate at which interest accrues 
on such Mortgage Loan, Serviced Companion Mortgage Loan or B Note.              

         "Mortgaged Property" means the real property, together with
improvements thereto, securing the indebtedness of the Mortgagor under the      
related Mortgage Loan and, in the                                               

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case of an A/B Mortgage Loan, the related B Note and, in the case of a Loan     
Pair, the related Serviced Companion Mortgage Loan.                             

               "Mortgagee" means, with respect to any Mortgage as of any date of
determination, the mortgagee named therein as of such date.                     

"Mortgagor" means the obligor on a Mortgage Note. 

           "MSMC" has the meaning set forth in the Preliminary Statement
hereto.                                                                         

            "MSMC Loans" means, collectively, those Mortgage Loans sold to
the Depositor pursuant to the Mortgage Loan Purchase Agreement IV and shown on  
Schedule IV hereto.                                                             

         "Net Aggregate Prepayment Interest Shortfall" means for any
Distribution Date, with respect to all Mortgage Loans which are not Specially   
Serviced Mortgage Loans, the excess, if any, of aggregate Prepayment Interest   
Shortfalls for such Mortgage Loans over the sum of (A) the Compensating Interest
to be paid by the Master Servicer on such Distribution Date and (B) the         
aggregate Prepayment Interest Excesses for such Collection Period for all       
Mortgage Loans which are not Specially Serviced Mortgage Loans.                 

             "New Lease" means any lease of any REO Property entered into on
behalf of the Trust, including any lease renewed or extended on behalf of the   
Trust if the Trust has the right to renegotiate the terms of such lease.        

              "Nondisqualification Opinion" means a written Opinion of Counsel
to the effect that a contemplated action (i) will neither cause any REMIC Pool  
to fail to qualify as a REMIC at any time that any Certificates are outstanding 
nor cause a "prohibited transaction," "prohibited contribution" or any other tax
(other than a tax on "net income from foreclosure property" permitted to be     
incurred under this Agreement) to be imposed on any REMIC Pool or the Trust and 
(ii) will not cause the Class P Grantor Trust to fail to qualify as a grantor   
trust.                                                                          

               "Noneconomic Residual Interest" means a residual interest that is
a "noneconomic residual interest" within the meaning of Treasury Regulation     
Section 1.860E-1(c).                                                            

     "Non-Investment Grade Certificates" means each Class of
Certificates that, at the time of transfer, is not rated in one of the four     
highest generic rating categories by at least one of the Rating Agencies.       

               "Nonrecoverable Advance" means any of the following: (i) any Pari
Passu Loan Nonrecoverable Advance (including interest accrued thereon at the    
Advance Rate) and (ii) the portion of any Advance (including interest accrued   
thereon at the Advance Rate) or Unliquidated Advance (not including interest    
thereon) previously made (and, in the case of an Unliquidated Advance, not      
previously reimbursed to the Trust) or proposed to be made by the Master        
Servicer, the Special Servicer or the Trustee, that, in its respective sole     
discretion, exercised in good faith and, with respect to the Master Servicer and
the Special Servicer, taking into account the Servicing Standard, will not be   
or, in the case of a current delinquency, would not be, ultimately recoverable, 
from Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or Purchase
Proceeds (or from any other collections) with respect to the related Mortgage   
Loan or Serviced Companion Mortgage Loan (and taking into consideration any     
Crossed Mortgage                                                                

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Loans) (in the case of Servicing Advances) or B Note (in the case of Servicing  
Advances) or REO Property (in the case of P&I Advances and Servicing Advances), 
as evidenced by an Officer's Certificate delivered pursuant to Section 4.4. Such
Officer's Certificate shall be delivered to the Trustee (upon which the Trustee 
may conclusively rely) or to the Depositor (if the Trustee is delivering such   
Officer's Certificate) and (in either case) to the Special Servicer and the     
Paying Agent in the time periods as specified in Section 4.4 and shall include  
the information and reports set forth in Section 4.4. Absent bad faith, the     
Master Servicer's determination as to the nonrecoverability of any Advance shall
be conclusive and binding on the Certificateholders and, in the case of any B   
Note or Serviced Companion Mortgage Loan, the holder of such B Note or Serviced 
Companion Mortgage Loan, as applicable, and may, in all cases, be relied on by  
the Trustee; provided, however, that the Special Servicer may, at its option,   
make a determination in accordance with the Servicing Standard that any P&I     
Advance or Servicing Advance, if made, would be a Nonrecoverable Advance and    
shall deliver to the Master Servicer and the Trustee notice of such             
determination. Absent bad faith, any such determination shall be conclusive and 
binding on the Certificateholders, the Master Servicer and the Trustee. Absent  
bad faith, and pursuant to Section 4.1A of this Agreement, any determination as 
to the nonrecoverability of any advance made with respect to any Non-Serviced   
Mortgage Loan by the Master Servicer or any Other Master Servicer shall be      
conclusive and binding on the Certificateholders and may, in all cases, be      
relied on by the Trustee and the Master Servicer. In making any                 
nonrecoverability determination as set forth above, the relevant party shall be 
entitled (i) to consider (among other things) the obligations of the Mortgagor  
under the terms of the Mortgage Loan as it may have been modified, (ii) to      
consider (among other things) the related Mortgaged Properties in their "as is" 
then-current conditions and occupancies and such party's assumptions (consistent
with the Servicing Standard in the case of the Master Servicer or the Special   
Servicer) regarding the possibility and effects of future adverse change with   
respect to such Mortgaged Properties, (iii) to estimate and consider, consistent
with the Servicing Standard in the case of the Master Servicer or the Special   
Servicer (among other things), future expenses and (iv) to estimate and         
consider, consistent with the Servicing Standard (among other things), the      
timing of recovery to such party. In addition, the relevant party may,          
consistent with the Servicing Standard in the case of the Master Servicer or the
Special Servicer, update or change its nonrecoverability determinations at any  
time in accordance with the terms hereof and may, consistent with the Servicing 
Standard in the case of the Master Servicer or the Special Servicer, obtain from
the Special Servicer any analysis, appraisals or other information in the       
possession of the Special Servicer for such purposes.                           

            "Non-Registered Certificate" means unless and until registered
under the Securities Act, any Class X-1, Class X-2, Class B, Class C, Class D,  
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P or Residual Certificate.                                       

              "Non-Serviced Companion Mortgage Loan" means a loan not included
in the Trust that is generally payable on a pari passu basis with the related   
Non-Serviced Mortgage Loan. There are no Non-Serviced Companion Mortgage Loans  
related to the Trust.                                                           

            "Non-Serviced Mortgage Loan" means a Mortgage Loan included in
the Trust but serviced under another agreement. There are no Non-Serviced       
Mortgage Loans in the Trust.                                                    

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            "Non-Serviced Mortgage Loan Fiscal Agent" means the applicable
"fiscal agent" under the related Non-Serviced Mortgage Loan Pooling and         
Servicing Agreement. There are no Non-Serviced Mortgage Loan Fisal Agents       
related to the Trust.                                                           

             "Non-Serviced Mortgage Loan Intercreditor Agreement" means, the
applicable intercreditor agreement with respect to a Non-Serviced Mortgage Loan.
There are no Non-Serviced Mortgage Loan Intercreditor Agreements related to the 
Trust.                                                                          

               "Non-Serviced Mortgage Loan Master Servicer" means the applicable
"master servicer" under the related Non-Serviced Mortgage Loan Pooling and      
Servicing Agreement. There are no Non-Serviced Mortgage Loan Master Servicers   
related to the Trust.                                                           

               "Non-Serviced Mortgage Loan Mortgage" means the mortgage securing
a Non-Serviced Mortgage Loan. There are no Non-Serviced Mortgage Loan Mortgages 
related to the Trust.                                                           

            "Non-Serviced Mortgage Loan Paying Agent" means the applicable
"paying agent" under the related Non-Serviced Mortgage Loan Pooling and         
Servicing Agreement. There are no Non-Serviced Mortgage Loan Paying Agents      
related to the Trust.                                                           

          "Non-Serviced Mortgage Loan Pooling and Servicing Agreement"
means a pooling and servicing agreement under which a Non-Serviced Mortgage Loan
is serviced. There are no Non-Serviced Mortgage Loan Pooling and Servicing      
Agreements related to the Trust.                                                

     "Non-Serviced Mortgage Loan Special Servicer" means the
applicable "special servicer" under the related Non-Serviced Mortgage Loan      
Pooling and Servicing Agreement. There are no Non-Serviced Mortgage Loan Special
Servicers related to the Trust.                                                 

       "Non-Serviced Mortgage Loan Trustee" means the applicable
"trustee" under the related Non-Serviced Mortgage Loan Pooling and Servicing    
Agreement. There are no Non-Serviced Mortgage Loan Trustees related to the      
Trust.                                                                          

           "Notional Amount" means, as of any date of determination: (i)
with respect to all of the Class X-1 Certificates as a Class, the Class X-1     
Notional Amount as of such date of determination; (ii) with respect to any Class
X-1 Certificate, the product of the Percentage Interest evidenced by such       
Certificate and the Class X-1 Notional Amount as of such date of determination; 
(iii) with respect to all of the Class X-2 Certificates as a Class, the Class   
X-2 Notional Amount as of such date of determination and (iv) with respect to   
any Class X-2 Certificate, the product of the Percentage Interest evidenced by  
such Certificate and the Class X-2 Notional Amount as of such date of           
determination.                                                                  

               "Officer's Certificate" means (u) in the case of the Depositor, a
certificate signed by one or more of the Chairman of the Board, any Vice        
Chairman, the President, or any Senior Vice President, Vice President or        
Assistant Vice President, and by one or more of the Treasurer, any Assistant    
Treasurer, the Secretary or any Assistant Secretary of the Depositor, (v) in the
case of the Master Servicer and the Special Servicer, any of the officers       
referred to above or an employee thereof designated as a Servicing Officer or   
Special Servicing Officer pursuant to this Agreement, (w) in the case of the    
Trustee, a certificate signed by a Responsible Officer, (x) in                  

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the case of a Seller, a certificate signed by one or more of the Chairman of the
Board, any Vice Chairman, any Managing Director or Director, the President, or  
any Executive Vice President, any Senior Vice President, Vice President, Second 
Vice President or Assistant Vice President, (y) in the case of the Paying Agent,
a certificate signed by a Responsible Officer, each with specific               
responsibilities for the matters contemplated by this Agreement; and (z) in the 
case of any other Additional Servicer, a certificate signed by one or more of   
the Chairman of the Board, any Vice Chairman, the President, or any Senior Vice 
President, Vice President or Assistant Vice President or an employee thereof    
designated as a Servicing Officer.                                              

               "Operating Adviser" shall mean the Person elected to serve as the
Operating Adviser pursuant to Section 9.37(a); provided, that, with respect to  
an A/B Mortgage Loan, a holder of the related B Note, will, to the extent set   
forth in the related Intercreditor Agreement, instead be entitled to the rights 
and powers granted to the Operating Adviser (other than, except as provided     
herein, any right to replace the Special Servicer or appoint a successor special
servicer, or the ability to direct or restrict foreclosure in violation of the  
Servicing Standard, with respect to the related A/B Mortgage Loan) to the extent
such rights and powers relate to the related A/B Mortgage Loan (but only so long
as the holder of the related B Note is the directing holder or controlling      
holder, as defined in the related Intercreditor Agreement). The initial         
Operating Adviser will be Centerline REIT Inc. (formerly known as ARCap REIT,   
Inc.).                                                                          

               "Opinion of Counsel" means a written opinion of counsel addressed
to the Trustee and the Paying Agent, reasonably acceptable in form and substance
to the Trustee and the Paying Agent, and who is not in-house counsel to the     
party required to deliver such opinion but who, in the good faith judgment of   
the Trustee and the Paying Agent, is Independent outside counsel knowledgeable  
of the issues occurring in the practice of securitization with respect to any   
such opinion of counsel concerning the taxation, or status as a REMIC for tax   
purposes, of any REMIC Pool or status as a "grantor trust" under the Code of the
Class P Grantor Trust.                                                          

          "Option Purchase Price" has the meaning set forth in Section
9.36(b) hereof.                                                                 

              "Other Advance Report Date" means with respect to a Non-Serviced
Companion Mortgage Loan or a Serviced Companion Mortgage Loan, as applicable,   
which has been deposited into a commercial mortgage securitization trust, the   
date under the related Other Companion Loan Pooling and Servicing Agreement that
the related Other Master Servicer is required (pursuant to the terms thereof) to
make a determination as to whether it will make a P&I Advance as required under 
such Other Companion Loan Pooling and Servicing Agreement.                      

            "Other Companion Loan Pooling and Servicing Agreement" means a
pooling and servicing agreement relating to a Non-Serviced Companion Mortgage   
Loan or a Serviced Companion Mortgage Loan that creates a commercial mortgage   
securitization trust, as applicable. There are no Other Companion Loan Pooling  
and Servicing Agreements related to the Trust.                                  

        "Other Master Servicer" means the applicable other "master
servicer" under an Other Companion Loan Pooling and Servicing Agreement relating
to a Non-Serviced Companion Mortgage Loan or a Serviced Companion Mortgage Loan,
as applicable. There are no Other Master Servicers related to the Trust.        

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            "Other Operating Adviser" has the meaning set forth in Section
9.4(d) hereof.                                                                  

               "Other Pooling and Servicing Agreement" has the meaning set forth
in Section 9.4(d) hereof.                                                       

         "Other Securitization" has the meaning set forth in Section
9.4(d) hereof.                                                                  

           "Other Special Servicer" has the meaning set forth in Section
9.4(d) hereof.                                                                  

              "Ownership Interest" means, as to any Certificate, any ownership
or security interest in such Certificate as the Holder thereof and any other    
interest therein, whether direct or indirect, legal or beneficial, as owner or  
as pledgee.                                                                     

             "P&I Advance" shall mean (other than with respect to a Serviced
Companion Mortgage Loan or a B Note) (i) with respect to any Mortgage Loan or   
Specially Serviced Mortgage Loan as to which all or a portion of the Scheduled  
Payment (other than a Balloon Payment) due during the related Collection Period 
was not received by the Master Servicer as of the related Determination Date    
(subject to Section 5.1(h)), the portion of such Scheduled Payment not received;
(ii) with respect to any Mortgage Loan that is a Balloon Mortgage Loan          
(including any REO Property as to which the related Mortgage Loan provided for a
Balloon Payment) as to which a Balloon Payment was due during or prior to the   
related Collection Period but was delinquent, in whole or in part, as of the    
related Determination Date, an amount equal to the excess, if any, of the       
Assumed Scheduled Payment for such Balloon Mortgage Loan for the related        
Collection Period, over any Late Collections received in respect of such Balloon
Payment during such Collection Period; and (iii) with respect to each REO       
Property, an amount equal to the excess, if any, of the Assumed Scheduled       
Payment for the Mortgage Loan related to such REO Property during the related   
Collection Period, over remittances of REO Income to the Master Servicer by the 
Special Servicer, reduced by any amounts required to be paid as taxes on such   
REO Income (including taxes imposed pursuant to Section 860G(c) of the Code);   
provided, however, that the interest portion of any Scheduled Payment or Assumed
Scheduled Payment shall be advanced at a per annum rate equal to the sum of the 
REMIC I Net Mortgage Rate relating to such Mortgage Loan or such REO Mortgage   
Loan and the Trustee Fee Rate, such that the Scheduled Payment or Assumed       
Scheduled Payment to be advanced as a P&I Advance shall be net of the Master    
Servicing Fee, the Excess Servicing Fee and the Primary Servicing Fee; and      
provided, further, that the Scheduled Payment or Assumed Scheduled Payment for  
any Mortgage Loan which has been modified shall be calculated based on its terms
as modified and provided, further, that the interest component of any P&I       
Advance with respect to a Mortgage Loan as to which there has been an Appraisal 
Reduction shall be an amount equal to the product of (i) the amount of interest 
required to be advanced without giving effect to this proviso and (ii) a        
fraction, the numerator of which is the Principal Balance of such Mortgage Loan 
as of the immediately preceding Determination Date less any Appraisal Reduction 
applicable to such Mortgage Loan (or, in the case of a Non-Serviced Mortgage    
Loan or a Serviced Pari Passu Mortgage Loan, the portion of such Appraisal      
Reduction allocable (based upon their respective Principal Balances) to such    
Non-Serviced Mortgage Loan or Serviced Pari Passu Mortgage Loan under the       
related Intercreditor Agreement or the related Loan Pair Intercreditor Agreement
(or with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance  
with Section 8.31 hereof, the applicable Mortgage Loan documents), or in the    
case of an A/B Mortgage Loan, the portion of such Appraisal Reduction allocable 
to the A Note pursuant to the definition of                                     

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"Appraisal Reduction") and the denominator of which is the Principal Balance of 
such Mortgage Loan as of such Determination Date. All P&I Advances for any      
Mortgage Loans that have been modified shall be calculated on the basis of their
terms as modified.                                                              

              "P&I Advance Amount" means, with respect to any Mortgage Loan or
any REO Property, the amount of the P&I Advance for each Mortgage Loan computed 
for any Distribution Date.                                                      

"Pari Passu Loan Nonrecoverable Advance" means any
"Nonrecoverable Servicing Advance" (as defined in the related Non-Serviced      
Mortgage Loan Pooling and Servicing Agreement) made with respect to any         
Non-Serviced Mortgage Loan pursuant to and in accordance with the related       
Non-Serviced Mortgage Loan Pooling and Servicing Agreement; provided that if the
applicable Non-Serviced Mortgage Loan Master Servicer shall have made a         
"Servicing Advance" (as defined in the related Non-Serviced Mortgage Loan       
Pooling and Servicing Agreement) in the nature of an expenditure benefiting the 
related Mortgaged Property generally, the portion thereof attributable to any   
Non-Serviced Mortgage Loan shall be determined based on the outstanding balances
of such Non-Serviced Mortgage Loan and all the related pari passu loans secured 
by such Non-Serviced Mortgage Loan Mortgage on a pari passu basis on the date   
such advance was made.                                                          

              "Pari Passu Loan Servicing Fee Rate" means the "Master Servicing
Fee Rate" (as defined in the related Non-Serviced Mortgage Loan Pooling and     
Servicing Agreement) and any other servicing fee rate (other than those payable 
to the applicable Non-Serviced Mortgage Loan Special Servicer) applicable to any
Non-Serviced Mortgage Loan; provided, however, that the Pari Passu Loan         
Servicing Fee Rate for purposes of any Non-Serviced Mortgage Loan set forth on  
Schedule XII as to which such fee is calculated on a 30/360 basis shall be (a)  
the related "Master Servicing Fee Rate" set forth in the Non-Serviced Mortgage  
Loan Pooling and Servicing Agreement, multiplied by (b) 30 divided by the actual
number of days in the loan accrual period with respect to such loan.            

         "Participant" means a broker, dealer, bank, other financial
institution or other Person for whom the Clearing Agency effects book-entry     
transfers and pledges of securities deposited with the Clearing Agency.         

               "Pass-Through Rate" or "Pass-Through Rates" means with respect to
any Class of REMIC I Regular Interests, REMIC II Regular Interests or REMIC     
Regular Certificates, other than the Class X-1, Class X-2, Class B, Class C,    
Class D, Class E, Class F, Class G and Class H Certificates, for the first      
Distribution Date, the rate set forth in the Preliminary Statement hereto. For  
any Distribution Date occurring thereafter (and with respect to the Class X-1,  
Class X-2, Class B, Class C, Class D, Class E, Class F, Class G and Class H     
Certificates, for each Distribution Date), the Pass-Through Rates for (i) the   
REMIC I Regular Interests shall equal the REMIC I Net Mortgage Rate on the      
related Mortgage Loan for such Distribution Date, (ii) the REMIC II Regular     
Interests shall equal the Weighted Average REMIC I Net Mortgage Rate for such   
Distribution Date, (iii) the Class A-1, Class A-2, Class A-3 and Class A-AB     
Certificates, the fixed rate corresponding to such Class set forth in the       
Preliminary Statement hereto, (iv) the Class A-4 Certificates shall equal the   
lesser of (A) 5.471% per annum and (B) the Weighted Average REMIC I Net Mortgage
Rate for such Distribution Date, (v) the Class A-1A Certificates shall equal the
lesser of (A) 5.446% per annum and (B) the Weighted Average REMIC I Net         

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Mortgage Rate for such Distribution Date, (vi) the Class A-M Certificates shall 
equal the lesser of (A) 5.513% per annum and (B) the Weighted Average REMIC I   
Net Mortgage Rate for such Distribution Date, (vii) the Class A-J Certificates  
shall equal the lesser of (A) 5.566% per annum and (B) the Weighted Average     
REMIC I Net Mortgage Rate for such Distribution Date, (viii) the Class B        
Certificates shall equal the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date less 0.037%, (ix) the Class C, Class D, Class E, Class F,     
Class G and Class H Certificates shall equal the Weighted Average REMIC I Net   
Mortgage Rate corresponding to such Class for such Distribution Date, (x) the   
Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificates   
shall equal the lesser of (A) 5.152% per annum and (B) the Weighted Average     
REMIC I Net Mortgage Rate for such Distribution Date, (xi) the Class X-1        
Certificates shall equal the per annum rate equal to the weighted average of the
Class X-1 Strip Rates for the respective Class X-1 Components for such          
Distribution Date (weighted on the basis of the respective Component Notional   
Amounts of such Components outstanding immediately prior to such Distribution   
Date), and (xii) the Class X-2 Certificates shall equal the per annum rate equal
to the weighted average of the Class X-2 Strip Rates for the respective Class   
X-2 Components for such Distribution Date (weighted on the basis of the         
respective Component Notional Amount of such Components outstanding immediately 
prior to such Distribution Date).                                               

             "Paying Agent" means Wells Fargo Bank, National Association and
any successor or assign, as provided herein. The Luxembourg Paying Agent shall  
not be the Paying Agent and the duties of the Luxembourg Paying Agent shall be  
distinct from the duties of the Paying Agent.                                   

             "Paying Agent Disclosure Sections" has the meaning set forth in
Section 7.3 hereof.                                                             

             "Paying Agent Fee" means the portion of the Trustee Fee payable
to the Paying Agent in an amount agreed to between the Trustee and the Paying   
Agent.                                                                          

          "PCAOB" means the Public Company Accounting Oversight Board.

       "Percentage Interest" means with respect to each Class of
Certificates other than the Residual Certificates, the fraction of such Class   
evidenced by such Certificate, expressed as a percentage (carried to four       
decimal places and rounded, if necessary), the numerator of which is the        
Certificate Balance or Notional Amount, as applicable, represented by such      
Certificate determined as of the Closing Date (as stated on the face of such    
Certificate) and the denominator of which is the Aggregate Certificate Balance  
or Notional Amount, as applicable, of all of the Certificates of such Class     
determined as of the Closing Date. With respect to each Residual Certificate,   
the percentage interest in distributions (if any) to be made with respect to the
relevant Class, as stated on the face of such Certificate.                      

            "Performing Party" has the meaning set forth in Section 13.12.

      "Permitted Transferee" means any Transferee other than a
Disqualified Organization.                                                      

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           "Person" means any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust,   
unincorporated organization or government or any agency or political subdivision
thereof.                                                                        

             "Phase I Environmental Report" means a report by an Independent
Person who regularly conducts environmental site assessments in accordance with 
then current standards imposed by institutional commercial mortgage lenders and 
who has a reasonable amount of experience conducting such assessments.          

         "Placement Agent" means Bear, Stearns & Co. Inc. and Morgan
Stanley & Co. Incorporated or either of their respective successors in interest.

 "Plan" has the meaning set forth in Section 3.3(d).

              "Planned Principal Balance" means for any Distribution Date, the
balance shown for such Distribution Date on Schedule XIII.                      

    "Plan Asset Regulations" means the Department of Labor
regulations set forth in 29 C.F.R. ss. 2510.3-101.                              

              "Preliminary Prospectus Supplement" has the meaning set forth in
the Preliminary Statement hereto.                                               

              "Prepayment Interest Excess" means for any Distribution Date and
the related Collection Period, during which a full or partial Principal         
Prepayment (including payment of a Balloon Payment other than in connection with
the foreclosure or liquidation of a Mortgage Loan) is made after the Due Date   
for such Mortgage Loan through and including the last day of the Collection     
Period, the amount of interest that accrues on the amount of such Principal     
Prepayment from such Due Date to the date such payment was made, plus (if made) 
any payment by the Mortgagor of interest that would have accrued to the next    
succeeding Due Date (net of the Master Servicing Fee, the Primary Servicing Fee,
the Excess Servicing Fees, the Special Servicing Fee, the Trustee Fee and the   
servicing fee and trustee fee payable in connection with any Non-Serviced       
Mortgage Loan (in the case of any Non-Serviced Mortgage Loan), to the extent    
collected.                                                                      

        "Prepayment Interest Shortfall" means, with respect to any
Distribution Date, a shortfall in the collection of a full month's interest on  
any Mortgage Loan, by reason of a full or partial Principal Prepayment          
(including payment of a Balloon Payment other than in connection with the       
foreclosure or liquidation of a Mortgage Loan) made during any Collection Period
prior to the Due Date for such Mortgage Loan in such Collection Period          
(including any shortfall resulting from such a payment during the grace period  
relating to such Due Date). The amount of any Prepayment Interest Shortfall     
shall equal the excess of (A) the aggregate amount of interest which would have 
accrued on the Scheduled Principal Balance of such Mortgage Loan if the Mortgage
Loan had paid on its Due Date and such Principal Prepayment or Balloon Payment  
had not been made (net of the Master Servicing Fee, the Primary Servicing Fee,  
the Excess Servicing Fees, the Special Servicing Fee, the Trustee Fee and the   
servicing fee payable in connection with any Non-Serviced Mortgage Loan (in the 
case of any Non-Serviced Mortgage                                               

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Loan)) over (B) the aggregate interest that did so accrue through the date such 
payment was made (net of such fees).                                            

            "Prepayment Premium" means, with respect to any Mortgage Loan,
Serviced Companion Mortgage Loan or B Note for any Distribution Date, the       
prepayment premiums, yield maintenance charges or percentage premiums, if any,  
received during the related Collection Period in connection with Principal      
Prepayments on such Mortgage Loan, Serviced Companion Mortgage Loan or B Note.  

              "Primary Collateral" means the portion of the Mortgaged Property
securing the Repurchased Loan or Crossed Mortgage Loan, as applicable, that is  
encumbered by a first mortgage lien.                                            

              "Primary Servicer" means Principal Global Investors, LLC and its
permitted successors and assigns.                                               

           "Primary Servicing Agreement" means the agreement between the
Primary Servicer and the Master Servicer, dated as of April 1, 2007, a form of  
which is attached hereto as Exhibit G-1, under which the Primary Servicer       
services the Mortgage Loans set forth on the schedule attached thereto.         

           "Primary Servicing Fee" means, for each calendar month, as to
each Mortgage Loan, the applicable Primary Servicing Fee Rate multiplied by the 
Scheduled Principal Balance of such Mortgage Loan immediately before the Due    
Date occurring in such month, but prorated for the number of days during the    
calendar month for such Mortgage Loan for which interest actually accrues on    
such Mortgage Loan and payable only from collections on such Mortgage Loan.     

            "Primary Servicing Fee Rate" means, the monthly fee payable to
the Primary Servicer (or the Master Servicer, as applicable) based on the per   
annum rate specified on the Mortgage Loan Schedule, as more specifically        
described, in the case of the Primary Servicer, in the Primary Servicing        
Agreement (determined in the same manner (other than the rate of accrual) as the
applicable Mortgage Rate is determined for such Mortgage Loan for such month).  

         "Principal II" has the meaning set forth in the Preliminary
Statement hereto.                                                               

           "Principal Balance" means, with respect to any Mortgage Loan,
Serviced Companion Mortgage Loan, B Note or REO Mortgage Loan, for purposes of  
performing calculations with respect to any Distribution Date, the principal    
balance of such Mortgage Loan, Serviced Companion Mortgage Loan, B Note or the  
related REO Mortgage Loan outstanding as of the Cut-Off Date after taking into  
account all principal and interest payments made or due on or prior to the      
Cut-Off Date (assuming, for any Mortgage Loan, Serviced Companion Mortgage Loan 
or B Note with a Due Date in April 2007 that is not April 1, 2007, that         
principal and interest payments for such month were paid on April 1, 2007),     
reduced (to not less than zero) by (i) any payments or other collections of     
amounts allocable to principal with respect to such Mortgage Loan, Serviced     
Companion Mortgage Loan, B Note or any related REO Mortgage Loan that have been 
collected or received during any preceding Collection Period, other than any    
Scheduled Payments due in any subsequent Collection Period, and (ii) any        
Realized Principal                                                              

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Loss incurred in respect of such Mortgage Loan or related REO Mortgage Loan     
during any related Collection Period.                                           

             "Principal Balance Certificates" means, collectively, the Class
A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class  
A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J,    
Class K, Class L, Class M, Class N, Class O and Class P Certificates.           

              "Principal Distribution Amount" means, on any Distribution Date,
the amount equal to the excess, if any, of                                      

(I) the sum of:                                   

(A) the following (without duplication):          

                  (i) the principal portion of all Scheduled Payments (other
             than the principal portion of Balloon Payments) and any Assumed
         Scheduled Payments, in each case, to the extent received or
            advanced, as the case may be, in respect of the Mortgage Loans
            and any REO Mortgage Loans (but not in respect of any Serviced
             Companion Mortgage Loan or B Note or its successor REO Mortgage
               Loan) for their respective Due Dates occurring during the related
Collection Period; plus                           

                  (ii) all payments (including Principal Prepayments and the
             principal portion of Balloon Payments but not in respect of any
          Serviced Companion Mortgage Loan or B Note or its respective
               successor REO Mortgage Loan) and any other collections (including
           Liquidation Proceeds (other than the portion thereof, if any,
               constituting Excess Liquidation Proceeds), Condemnation Proceeds,
               Insurance Proceeds, Purchase Proceeds and REO Income) received on
               or in respect of the Mortgage Loans during the related Collection
       Period and that were identified and applied by the Master
            Servicer as recoveries of principal thereof in accordance with
this Agreement;                                   

           (B) the aggregate amount of any collections received on or in
respect of the Mortgage Loans during the related Collection Period that, in each
case, represents a delinquent amount as to which an Advance had been made, which
Advance (or interest thereon) was previously reimbursed during the Collection   
Period for a prior Distribution Date as part of a Workout-Delayed Reimbursement 
Amount for which a deduction was made under clause (II)(A) below with respect to
such Distribution Date (with respect to each such Mortgage Loan, allocated first
to increase the Principal Distribution Amount attributable to such other Loan   
Group, and then to increase the Principal Distribution Amount attributable to   
the Loan Group to which the applicable Mortgage Loan relates); and              

           (C) the aggregate amount of any collections received on or in
respect of the Mortgage Loans during the related Collection Period that, in each
case, represents a recovery of an amount previously determined (in a Collection 
Period for a prior Distribution Date) to have been a Nonrecoverable Advance (or 
interest thereon) and for which a deduction was made under clause (II)(B) below 
with respect to a prior Distribution Date (with respect to each such            

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Mortgage Loan, allocated first to increase the Principal Distribution Amount    
attributable to such other Loan Group, and then to increase the Principal       
Distribution Amount attributable to the Loan Group to which the applicable      
Mortgage Loan relates), and which are applied pursuant to Section 6.6(c)(i);    
over                                                                            

       (II) the sum of (with respect to each such Mortgage Loan,
allocated first to reduce the Principal Distribution Amount attributable to the 
Loan Group to which the applicable Mortgage Loan relates, and then to reduce the
Principal Distribution Amount attributable to such other Loan Group):           

               (A) the aggregate amount of Workout-Delayed Reimbursement Amounts
(and Advance Interest thereon) that was reimbursed or paid during the related   
Collection Period to one or more of the Master Servicer, the Special Servicer   
and the Trustee from amounts in the Collection Account allocable to principal   
received or advanced with respect to the Mortgage Loans pursuant to subsection  
(iii) of Section 5.2(a)(II); and                                                

              (B) the aggregate amount of Nonrecoverable Advances (and Advance
Interest thereon) that was reimbursed or paid during the related Collection     
Period to one or more of the Master Servicer, the Special Servicer and the      
Trustee during the related Collection Period from amounts in the Collection     
Account allocable to principal received or advanced with respect to the Mortgage
Loans pursuant to subsection (iv) of Section 5.2(a)(II).                        

            "Principal II Loans" means, collectively, those Mortgage Loans
sold to the Depositor pursuant to the Mortgage Loan Purchase Agreement III and  
shown on Schedule III hereto.                                                   

               "Principal Prepayment" means any voluntary or involuntary payment
or collection of principal on a Mortgage Loan, a Serviced Companion Mortgage    
Loan or a B Note which is received or recovered in advance of its scheduled Due 
Date and applied to reduce the Principal Balance of the Mortgage Loan, Serviced 
Companion Mortgage Loan or B Note in advance of its scheduled Due Date,         
including, without limitation, all proceeds, to the extent allocable to         
principal, received from the payment of cash in connection with a substitution  
shortfall pursuant to Section 2.3; provided, that the pledge by a Mortgagor of  
Defeasance Collateral with respect to a Defeasance Loan shall not be deemed to  
be a Principal Prepayment.                                                      

        "Private Placement Memorandum" means the Private Placement
Memorandum dated April 5, 2007 pursuant to which the Class X-1, Class X-2, Class
B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class
L, Class M, Class N, Class O and Class P will be offered for sale.              

      "Prohibited Party" means (i) a Person that is a proposed
Servicing Function Participant that the Master Servicer, any Primary Servicer,  
the Paying Agent, the Special Servicer or the Trustee, as applicable, seeks to  
retain as a Servicing Function Participant and that the Master Servicer, any    
Primary Servicer, the Paying Agent, the Special Servicer or the Trustee, as     
applicable, has actual knowledge failed on any prior date to comply with its    
Exchange Act or Regulation AB obligations with respect to the Trust or any other
commercial mortgage securitization or (ii) any Person identified in writing     
(delivered prior to the date of retention) by the Depositor to the Master       
Servicer, any Primary Servicer, the Paying Agent, the Special                   

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Servicer or the Trustee, as applicable, as a Person that the Depositor has      
knowledge has failed on any prior date to comply with its Exchange Act or       
Regulation AB obligations with respect to the Trust or any other commercial     
mortgage securitization.                                                        

       "Prospectus" has the meaning set forth in the Preliminary
Statement hereto.                                                               

      "Prospectus Supplement" has the meaning set forth in the
Preliminary Statement hereto.                                                   

         "Purchase Price" means, with respect to the purchase by the
Seller or liquidation by the Special Servicer of (i) a Mortgage Loan or an REO  
Mortgage Loan pursuant to Article II of this Agreement, (ii) an REO Mortgage    
Loan pursuant to Section 9.15 or (iii) a Mortgage Loan pursuant to Section 9.36 
under the circumstances described therein, a price equal to the sum (without    
duplication) of (A) 100% of the unpaid Principal Balance of such Mortgage Loan  
(or deemed Principal Balance, in the case of an REO Mortgage Loan), plus (B)    
accrued but unpaid interest thereon calculated at the Mortgage Rate to, but not 
including, the Due Date in the Collection Period in which such purchase or      
liquidation occurs, plus (C) the amount of any expenses related to such Mortgage
Loan and any related Serviced Companion Mortgage Loan, B Note or REO Property   
(including any Servicing Advances and Advance Interest thereon (which have not  
been paid by the Mortgagor or out of Late Fees or default interest paid by the  
related Mortgagor on the related Mortgage Loan and any related Serviced         
Companion Mortgage Loan or B Note) related to such Mortgage Loan and any related
Serviced Companion Mortgage Loan or B Note, the amount of any Servicing Advances
(and Advance Interest thereon) that were reimbursed from principal collections  
on the Mortgage Loans pursuant to Section 5.2(a)(II)(iii) and not subsequently  
recovered from the related Mortgagor, and all Special Servicing Fees and        
Liquidation Fees paid with respect to the Mortgage Loan and any related Serviced
Companion Mortgage Loan or B Note) that are reimbursable or payable to the      
Master Servicer, the Special Servicer, the Paying Agent, the Trustee, any       
Non-Serviced Mortgage Loan Master Servicer or any Non-Serviced Mortgage Loan    
Special Servicer, plus (D) if such Mortgage Loan or REO Mortgage Loan is being  
repurchased or substituted for by a Seller pursuant to the related Mortgage Loan
Purchase Agreement, all expenses reasonably incurred or to be incurred by the   
Primary Servicer, the Master Servicer, the Special Servicer, the Depositor, the 
Paying Agent or the Trustee in respect of the Material Breach or Material       
Document Defect giving rise to the repurchase or substitution obligation (and   
that are not otherwise included in (C) above). With respect to a Joint Mortgage 
Loan, the Purchase Price for each of the applicable Sellers will be its         
respective percentage interest as of the Closing Date of the total Purchase     
Price for each such Mortgage Loan.                                              

               "Purchase Proceeds" means any cash amounts received by the Master
Servicer in connection with: (i) the repurchase of a Mortgage Loan or an REO    
Mortgage Loan by a Seller pursuant to Section 2.3 or (ii) the purchase of the   
Mortgage Loans and REO Properties by the Depositor, the Master Servicer, the    
Special Servicer or the holders of the Class R-I Certificates pursuant to       
Section 10.1(b).                                                                

           "Qualified Bidder" means as used in section 8.29(c), a Person
qualified to act as successor Master Servicer hereunder pursuant to Section     
8.22(b) (including the requirement set forth in Section 8.22(b) that Rating     
Agency Confirmation shall have been obtained from each Rating Agency with       
respect to such Person).                                                        

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             "Qualified Institutional Buyer" means a qualified institutional
buyer qualifying pursuant to Rule 144A.                                         

               "Qualified Insurer" means, (i) with respect to any Mortgage Loan,
Serviced Companion Mortgage Loan or B Note, an insurance company duly qualified 
as such under the laws of the state in which the related Mortgaged Property is  
located, duly authorized and licensed in such state to transact the applicable  
insurance business and to write the insurance, but in no event rated lower than 
"A" by Fitch or if not so rated, then Fitch has issued a Rating Agency          
Confirmation, "A" by S&P if rated by S&P or if not rated by S&P, then S&P has   
issued a Rating Agency Confirmation and "A" by DBRS or if not rated by DBRS,    
then DBRS has issued a Rating Agency Confirmation, and (ii) with respect to the 
Servicer Errors and Omissions Insurance Policy or Servicer Fidelity Bond an     
insurance company that has a claim paying ability no lower than "A" by Fitch if 
rated by Fitch, or if not rated by Fitch, then rated A:IX by A.M. Best or as to 
which Fitch has issued a Rating Agency Confirmation, "A" by S&P if rated by S&P 
or if not rated by S&P, then S&P has issued a Rating Agency Confirmation and "A"
by DBRS, or if not rated by DBRS, then either an equivalent rating (such as     
those listed above for Fitch and S&P) by at least two nationally recognized     
statistical rating organizations (which may include S&P, Fitch and/or Moody's)  
or DBRS has issued a Rating Agency Confirmation, or (iii) in either case, a     
company not satisfying clause (i) or (ii) but with respect to which a Rating    
Agency Confirmation is obtained. "Qualified Insurer" shall also mean any entity 
that satisfies all of the criteria, other than the ratings criteria, set forth  
in one of the foregoing clauses and whose obligations under the related         
insurance policy are guaranteed or backed by an entity that satisfies the       
ratings criteria set forth in such clause (construed as if such entity were an  
insurance company referred to therein).                                         

           "Qualifying Substitute Mortgage Loan" means, in the case of a
Mortgage Loan substituted for a Deleted Mortgage Loan, a Mortgage Loan which, on
the date of substitution, (i) has an outstanding principal balance, after       
deduction of the principal portion of the Scheduled Payment due in the month of 
substitution, not in excess of the Principal Balance of the Deleted Mortgage    
Loan; provided, however, that, to the extent that the principal balance of such 
Mortgage Loan is less than the Principal Balance of the Deleted Mortgage Loan,  
then such differential in principal amount, together with interest thereon at   
the Mortgage Rate on the related Mortgage Loan from the date as to which        
interest was last paid through the last day of the month in which such          
substitution occurs, shall be paid by the party effecting such substitution to  
the Master Servicer for deposit into the Certificate Account, and shall be      
treated as a Principal Prepayment hereunder; (ii) is accruing interest at a rate
of interest at least equal to that of the Deleted Mortgage Loan; (iii) has a    
remaining term to stated maturity not greater than, and not more than two years 
less than, that of the Deleted Mortgage Loan; (iv) has an original Loan-to-Value
Ratio not higher than that of the Deleted Mortgage Loan and a current           
Loan-to-Value Ratio (equal to the outstanding principal balance on the date of  
substitution divided by its current Appraised Value) not higher than the current
Loan-to-Value Ratio of the Deleted Mortgage Loan and has a current Debt Service 
Coverage Ratio equal to or greater than the current Debt Service Coverage Ratio 
of the Deleted Mortgage Loan; (v) will comply with all of the representations   
and warranties relating to Mortgage Loans set forth herein, as of the date of   
substitution; (vi) has a Phase I Environmental Report relating to the related   
Mortgaged Property in its Mortgage Files and such Phase I Environmental Report  
does not, in the good faith reasonable judgment of the Special Servicer,        
consistent with the Servicing Standard, raise material issues that have not been
adequately addressed; (vii) has an engineering report relating to the related   
Mortgaged Property                                                              

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in its Mortgage Files and such engineering report does not, in the good faith   
reasonable judgment of the Special Servicer, consistent with the Servicing      
Standard raise material issues that have not been adequately addressed; and     
(viii) as to which the Trustee and the Paying Agent have received an Opinion of 
Counsel, at the related Seller's expense, that such Mortgage Loan is a          
"qualified replacement mortgage" within the meaning of Section 860G(a)(4) of the
Code; provided that no Mortgage Loan may have a Maturity Date after the date    
three years prior to the Rated Final Distribution Date, and provided, further,  
that no such Mortgage Loan shall be substituted for a Deleted Mortgage Loan     
unless Rating Agency Confirmation is obtained, and provided, further that no    
such Mortgage Loan shall be substituted for a Deleted Mortgage Loan unless the  
Operating Adviser shall have approved of such substitution (provided, however,  
that such approval of the Operating Adviser may not be unreasonably withheld).  
In the event that either one mortgage loan is substituted for more than one     
Deleted Mortgage Loan or more than one mortgage loan is substituted for one or  
more Deleted Mortgage Loans, then (A) the Principal Balance referred to in      
clause (i) above shall be determined on the basis of aggregate Principal        
Balances and (B) the rates referred to in clause (ii) above and the remaining   
term to stated maturity referred to in clause (iii) above shall be determined on
a weighted average basis (provided, that the REMIC I Net Mortgage Rate for any  
Qualifying Substitute Mortgage Loan may not be less than the highest            
Pass-Through Rate of any outstanding Class of Certificates that is not based on,
or subject to a cap equal to, the Weighted Average REMIC I Net Mortgage Rate).  
Whenever a Qualifying Substitute Mortgage Loan is substituted for a Deleted     
Mortgage Loan pursuant to this Agreement, the party effecting such substitution 
shall certify that such Mortgage Loan meets all of the requirements of this     
definition and shall send such certification to the Paying Agent, which shall   
deliver a copy of such certification to the Special Servicer, the Trustee and   
the Operating Adviser promptly, and in any event within five Business Days      
following the Paying Agent's receipt of such certification.                     

              "Rated Final Distribution Date" means with respect to each rated
Class of Certificates, the Distribution Date in January 2045.                   

"Rating Agencies" means Fitch, S&P and DBRS.      

             "Rating Agency Confirmation" means, with respect to any matter,
confirmation in writing by each Rating Agency (or such Rating Agency as is      
specified herein) that a proposed action, failure to act, or other event        
specified herein will not in and of itself result in the withdrawal, downgrade, 
or qualification, as applicable, of the then-current rating assigned by such    
Rating Agency to any Class of Certificates then rated by such Rating Agency,    
provided that with respect to any matter affecting any Serviced Companion       
Mortgage Loan, such confirmation shall also refer to the nationally recognized  
statistical rating organizations then rating the securities representing an     
interest in such loan and such rating organizations' respective ratings of such 
securities.                                                                     

           "Realized Interest Loss" means, with respect to each Mortgage
Loan, (i) in the case of a Liquidation Realized Loss, the portion of any        
Liquidation Realized Loss that exceeds the Realized Principal Loss on the       
related Mortgage Loan, (ii) in the case of a Bankruptcy Loss, the portion of    
such Realized Loss attributable to accrued interest on the related Mortgage     
Loan, (iii) in the case of an Expense Loss, an Expense Loss resulting in any    
period from the payment of the Special Servicing Fee and any Expense Losses     
treated as Realized Interest Losses pursuant to                                 

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clause (iv) of the definition of "Realized Principal Loss" or (iv) in the case  
of a Modification Loss, a Modification Loss described in clause (iii) of the    
definition thereof.                                                             

               "Realized Loss" means a Liquidation Realized Loss, a Modification
Loss, a Bankruptcy Loss or an Expense Loss with respect to a Mortgage Loan.     

            "Realized Principal Loss" means, with respect to each Mortgage
Loan, (i) in the case of a Liquidation Realized Loss, the amount of such        
Liquidation Realized Loss, to the extent that it does not exceed the Principal  
Balance (plus the amount of any Unliquidated Advance with respect to such       
Mortgage Loan) of the Mortgage Loan (or deemed Principal Balance, in the case of
REO Property), (ii) in the case of a Modification Loss, the amount of such      
Modification Loss described in clause (i) of the definition thereof, (iii) in   
the case of a Bankruptcy Loss, the portion of such Bankruptcy Loss attributable 
to the reduction in the Principal Balance of the related Mortgage Loan, (iv) in 
the case of an Expense Loss, the amount of such Expense Loss (other than Expense
Losses resulting from the payment of Special Servicing Fees) to the extent that 
such Expense Loss does not exceed amounts collected in respect of the Mortgage  
Loans that were identified as allocable to principal in the Collection Period in
which such Expense Losses were incurred, and any such excess shall be treated as
a Realized Interest Loss, (v) the amounts in respect thereof that are withdrawn 
from the Certificate Account pursuant to Section 6.6(b)(i) and (vi) any         
Unliquidated Advance that is determined by the Master Servicer to be a          
Nonrecoverable Advance.                                                         

               "Record Date" means, for each Distribution Date and each Class of
Certificates, the close of business on the last Business Day of the month       
immediately preceding the month in which such Distribution Date occurs.         

          "Recoveries" means, as of any Distribution Date, any amounts
recovered with respect to a Mortgage Loan, a Serviced Companion Mortgage Loan, a
B Note or REO Property following the period in which a Final Recovery           
Determination occurs plus other amounts defined as "Recoveries" herein.         

        "Registered Certificates" has the meaning set forth in the
Preliminary Statement hereto.                                                   

              "Regulation AB" means Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from 
time to time, and subject to such clarification and interpretation as have been 
provided by the Commission in the adopting release (Asset-Backed Securities,    
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506 - 1,631 (Jan. 7, 2005))  
or by the staff of the Commission, or as may be provided by the Commission or   
its staff from time to time.                                                    

         "Regulation S" means Regulation S under the Securities Act.

      "Regulation S Certificate" means a written certification
substantially in the form set forth in Exhibit F hereto certifying that a       
beneficial owner of an interest in a Regulation S Temporary Global Certificate  
is not a U.S. Person (as defined in Regulation S).                              

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       "Regulation S Global Certificates" means the Regulation S
Permanent Global Certificates together with the Regulation S Temporary Global   
Certificates.                                                                   

          "Regulation S Permanent Global Certificate" means any single
permanent global Certificate, in definitive, fully registered form without      
interest coupons received in exchange for a Regulation S Temporary Global       
Certificate.                                                                    

             "Regulation S Temporary Global Certificate" means, with respect
to any Class of Certificates offered and sold outside of the United States in   
reliance on Regulation S, a single temporary global Certificate, in definitive, 
fully registered form without interest coupons.                                 

        "Rehabilitated Mortgage Loan" means any Specially Serviced
Mortgage Loan with respect to which (i) three consecutive Scheduled Payments    
have been made (in the case of any such Mortgage Loan, Serviced Companion       
Mortgage Loan or B Note that was modified, based on the modified terms), or a   
complete defeasance shall have occurred, (ii) no other Servicing Transfer Event 
has occurred and is continuing (or with respect to determining whether a        
Required Appraisal Loan is a Rehabilitated Mortgage Loan for applying Appraisal 
Reductions, no other Appraisal Event has occurred and is continuing) and (iii)  
the Trust has been reimbursed for all costs incurred as a result of the         
occurrence of a Servicing Transfer Event, such amounts constitute a             
Workout-Delayed Reimbursement Amount, or such amounts have been forgiven. An A  
Note shall not constitute a Rehabilitated Mortgage Loan unless its related B    
Note would constitute a Rehabilitated Mortgage Loan. A B Note shall not         
constitute a Rehabilitated Mortgage Loan unless its related A Note also would   
constitute a Rehabilitated Mortgage Loan. A Serviced Pari Passu Mortgage Loan   
shall not constitute a Rehabilitated Mortgage Loan unless its related Serviced  
Companion Mortgage Loan would constitute a Rehabilitated Mortgage Loan. A       
Serviced Companion Mortgage Loan shall not constitute a Rehabilitated Mortgage  
Loan unless its related Serviced Pari Passu Mortgage Loan also would constitute 
a Rehabilitated Mortgage Loan.                                                  

              "Release Date" means the date 40 days after the later of (i) the
commencement of the offering of the Certificates and (ii) the Closing Date.     

        "Relevant Servicing Criteria" means the Servicing Criteria
applicable to each Reporting Servicer (as set forth, with respect to the Master 
Servicer, the Special Servicer, the Primary Servicer, the Paying Agent and the  
Trustee, on Schedule XIV attached hereto). For clarification purposes, multiple 
Reporting Servicers can have responsibility for the same Relevant Servicing     
Criteria and some of the Servicing Criteria will not be applicable to certain   
Reporting Servicers. With respect to a Servicing Function Participant engaged by
the Trustee, the Master Servicer, the Special Servicer, the Primary Servicer,   
the Paying Agent or any Sub-Servicer, the term "Relevant Servicing Criteria" may
refer to a portion of the Relevant Servicing Criteria applicable to the Trustee,
the Master Servicer, the Special Servicer, the Primary Servicer, the Paying     
Agent or such Sub-Servicer.                                                     

            "REMIC" means a real estate mortgage investment conduit within
the meaning of Section 860D of the Code.                                        

             "REMIC I" means the segregated pool of assets consisting of the
Mortgage Loans (other than any Excess Interest payable thereon), such amounts   
with respect thereto as                                                         

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shall from time to time be held in the Collection Account, the Certificate      
Account, the Reserve Account, the Distribution Account (other than the portion  
thereof constituting the Excess Interest Sub-account) and the Interest Reserve  
Account, the Insurance Policies (other than the interests of the holder of any  
Non-Serviced Companion Mortgage Loan or Serviced Companion Mortgage Loan or B   
Note therein) and any REO Properties or beneficial interests therein (other than
the interests of the holder of any Non-Serviced Companion Mortgage Loan or any  
Serviced Companion Mortgage Loan or B Note therein), for which a REMIC election 
will be made pursuant to Section 12.1(a) hereof. Excess Interest on the Mortgage
Loans and the Excess Interest Sub-account shall constitute assets of the Trust  
but shall not be a part of any REMIC Pool formed hereunder. The Non-Serviced    
Companion Mortgage Loans and any amounts payable thereon shall not constitute   
assets of the Trust or any REMIC Pool formed hereunder. No B Note or any amounts
payable thereon shall constitute an asset of the Trust or any REMIC Pool formed 
hereunder. No Serviced Companion Mortgage Loan or any amounts payable thereon   
shall constitute an asset of the Trust or any REMIC Pool formed hereunder.      

          "REMIC I Interests" means, collectively, the REMIC I Regular
Interests and the Class R-I Certificates.                                       

   "REMIC I Net Mortgage Rate" means with respect to any
Distribution Date:                                                              

               (i) as to any REMIC I Regular Interest, a rate per annum equal to
(a) with respect to any Mortgage Loan that accrues interest on the basis of a   
360-day year consisting of twelve (12) 30-day months ("30/360 basis"), (i) the  
Mortgage Rate thereof (without taking into account any increase therein after   
the Anticipated Repayment Date in respect of an ARD Loan or any default interest
rate) as of the Cut-Off Date and without regard to any modification, waiver or  
amendment of the terms thereof following the Cut-Off Date, minus (ii) the       
Administrative Cost Rate, and (b) with respect to any Mortgage Loan that accrues
interest on a basis other than a 30/360 basis, the annualized rate that, when   
applied to the Principal Balance of the related Mortgage Loan (on the day prior 
to the Due Date preceding such Distribution Date) on a 30/360 basis for the     
related loan accrual period, yields the amount of net interest that would have  
accrued during the related loan accrual period assuming a net interest rate     
equal to the rate described in clause (a) above and assuming an interest accrual
basis that is the same as the actual interest accrual basis of such Mortgage    
Loan, provided that for purposes of this clause (b) (i) the REMIC I Net Mortgage
Rate for the loan accrual period relating to the Due Dates in both January and  
February in any year that is not a leap year and in February in any year that is
a leap year, shall be determined net of any amounts transferred to the Interest 
Reserve Account; and (ii) the REMIC I Net Mortgage Rate for the loan accrual    
period relating to the Due Date in March (commencing in 2008) and the loan      
accrual period relating to the Due Date related to the final Distribution Date  
shall be determined taking into account the addition of any amounts withdrawn   
from the Interest Reserve Account;                                              

  "REMIC I Regular Interests" means, collectively, the
uncertificated interests designated as "regular interests" in REMIC I, which    
shall consist of, with respect to each Mortgage Loan, an interest having an     
initial Certificate Balance equal to the Cut-Off Date Scheduled Principal       
Balance of such Mortgage Loan, and which has a Pass-Through Rate equal to the   
REMIC I Net Mortgage Rate of such Mortgage Loan.                                

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              "REMIC II" means the segregated pool of assets consisting of the
REMIC I Regular Interests and related amounts in the Distribution Account for   
which a REMIC election will be made pursuant to Section 12.1(a) hereof.         

            "REMIC II Interests" means, collectively, the REMIC II Regular
Interests and the Class R-II Certificates.                                      

        "REMIC II Regular Interest A-1-1" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to $9,265,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

        "REMIC II Regular Interest A-1-2" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to $65,735,000, and     
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.                                                                           

        "REMIC II Regular Interest A-2-1" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to $11,722,000, and     
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.                                                                           

        "REMIC II Regular Interest A-2-2" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to $80,198,000, and     
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.                                                                           

        "REMIC II Regular Interest A-2-3" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to $81,583,000, and     
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.                                                                           

        "REMIC II Regular Interest A-2-4" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to $3,497,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest A-3" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an       
interest having an initial Certificate Balance equal to the Aggregate           
Certificate Balance of the Class A-3 Certificates, and which has a Pass-Through 
Rate equal to the Weighted Average REMIC I Net Mortgage Rate.                   

       "REMIC II Regular Interest A-AB" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to the Aggregate        
Certificate Balance of the Class A-AB Certificates, and which has a Pass-Through
Rate equal to the Weighted Average REMIC I Net Mortgage Rate.                   

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        "REMIC II Regular Interest A-4-1" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to $77,773,000, and     
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.                                                                           

        "REMIC II Regular Interest A-4-2" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to $80,081,000, and     
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.                                                                           

        "REMIC II Regular Interest A-4-3" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to $75,823,000, and     
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.                                                                           

        "REMIC II Regular Interest A-4-4" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to $758,203,000, and    
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.                                                                           

         "REMIC II Regular Interest A-1A-1" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to $550,000, and which  
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

         "REMIC II Regular Interest A-1A-2" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to $5,954,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

         "REMIC II Regular Interest A-1A-3" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to $6,110,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

         "REMIC II Regular Interest A-1A-4" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to $5,997,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

         "REMIC II Regular Interest A-1A-5" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to $24,066,000, and     
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.                                                                           

         "REMIC II Regular Interest A-1A-6" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial                                                   

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Certificate Balance equal to $4,604,000, and which has a Pass-Through Rate equal
to the Weighted Average REMIC I Net Mortgage Rate.                              

         "REMIC II Regular Interest A-1A-7" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to $4,386,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

         "REMIC II Regular Interest A-1A-8" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to $98,435,000, and     
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.                                                                           

               "REMIC II Regular Interest A-M" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an       
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class A-M Certificates, and which has a Pass-Through Rate equal to the   
Weighted Average REMIC I Net Mortgage Rate.                                     

        "REMIC II Regular Interest A-J-1" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to $17,532,000, and     
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.                                                                           

        "REMIC II Regular Interest A-J-2" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to $143,051,000, and    
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.                                                                           

               "REMIC II Regular Interest B-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an       
interest having an initial Certificate Balance equal to $1,460,000, and which   
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest B-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an       
interest having an initial Certificate Balance equal to $30,219,000, and which  
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest B-3" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an       
interest having an initial Certificate Balance equal to $10,441,000, and which  
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

             "REMIC II Regular Interest C" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an       
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class C Certificates, and which has a Pass-Through Rate equal to the     
Weighted Average REMIC I Net Mortgage Rate.                                     

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               "REMIC II Regular Interest D-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an       
interest having an initial Certificate Balance equal to $12,969,000, and which  
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest D-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an       
interest having an initial Certificate Balance equal to $15,989,000, and which  
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

             "REMIC II Regular Interest E" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an       
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class E Certificates, and which has a Pass-Through Rate equal to the     
Weighted Average REMIC I Net Mortgage Rate.                                     

        "REMIC II Regular Interest F-1" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of 
an interest having an initial Certificate Balance equal to $8,345,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest F-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an       
interest having an initial Certificate Balance equal to $10,082,000, and which  
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

             "REMIC II Regular Interest G" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an       
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class G Certificates, and which has a Pass-Through Rate equal to the     
Weighted Average REMIC I Net Mortgage Rate.                                     

               "REMIC II Regular Interest H-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an       
interest having an initial Certificate Balance equal to $3,683,000, and which   
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest H-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an       
interest having an initial Certificate Balance equal to $14,744,000, and which  
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

             "REMIC II Regular Interest J" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an       
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class J Certificates, and which has a Pass-Through Rate equal to the     
Weighted Average REMIC I Net Mortgage Rate.                                     

             "REMIC II Regular Interest K" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an       
interest having a Certificate Balance                                           

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equal to the Aggregate Certificate Balance of the Class K Certificates, and     
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.                                                                           

             "REMIC II Regular Interest L" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an       
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class L Certificates, and which has a Pass-Through Rate equal to the     
Weighted Average REMIC I Net Mortgage Rate.                                     

             "REMIC II Regular Interest M" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an       
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class M Certificates, and which has a Pass-Through Rate equal to the     
Weighted Average REMIC I Net Mortgage Rate.                                     

             "REMIC II Regular Interest N" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an       
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class N Certificates, and which has a Pass-Through Rate equal to the     
Weighted Average REMIC I Net Mortgage Rate.                                     

             "REMIC II Regular Interest O" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an       
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class O Certificates, and which has a Pass-Through Rate equal to the     
Weighted Average REMIC I Net Mortgage Rate.                                     

             "REMIC II Regular Interest P" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an       
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class P Certificates, and which has a Pass-Through Rate equal to the     
Weighted Average REMIC I Net Mortgage Rate.                                     

            "REMIC II Regular Interests" means, collectively, the REMIC II
Regular Interest A-1-1, the REMIC II Regular Interest A-1-2, the REMIC II       
Regular Interest A-2-1, the REMIC II Regular Interest A-2-2, the REMIC II       
Regular Interest A-2-3, the REMIC II Regular Interest A-2-4, the REMIC II       
Regular Interest A-3, the REMIC II Regular Interest A-AB, the REMIC II Regular  
Interest A-4-1, the REMIC II Regular Interest A-4-2, the REMIC II Regular       
Interest A-4-3, the REMIC II Regular Interest A-4-4, the REMIC II Regular       
Interest A-1A-1, the REMIC II Regular Interest A-1A-2, the REMIC II Regular     
Interest A-1A-3, the REMIC II Regular Interest A-1A-4, the REMIC II Regular     
Interest A-1A-5, the REMIC II Regular Interest A-1A-6, the REMIC II Regular     
Interest A-1A-7, the REMIC II Regular Interest A-1A-8, the REMIC II Regular     
Interest A-M, the REMIC II Regular Interest A-J-1, the REMIC II Regular Interest
A-J-2, the REMIC II Regular Interest B-1, the REMIC II Regular Interest B-2, the
REMIC II Regular Interest B-3, the REMIC II Regular Interest C, the REMIC II    
Regular Interest D-1, the REMIC II Regular Interest D-2, the REMIC II Regular   
Interest E, the REMIC II Regular Interest F-1, the REMIC II Regular Interest    
F-2, the REMIC II Regular Interest G, the REMIC II Regular Interest H-1, the    
REMIC II Regular Interest H-2, the REMIC II Regular Interest J, the REMIC II    
Regular Interest K, the REMIC II Regular Interest L, the REMIC II Regular       
Interest M, the REMIC II Regular Interest N, the REMIC II Regular Interest O and
the REMIC II Regular Interest P.                                                

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               "REMIC III" means the segregated pool of assets consisting of the
REMIC II Regular Interests and related amounts in the Distribution Account for  
which a REMIC election will be made pursuant to Section 12.1(a) hereof.         

       "REMIC III Certificates" has the meaning set forth in the
penultimate paragraph of the Preliminary Statement hereto.                      

              "REMIC III Regular Interests" means, collectively, the Class A-1
Certificates, the Class A-2 Certificates, Class A-3 Certificates, Class A-AB    
Certificates, Class A-4 Certificates, Class A-1A Certificates, Class A-M        
Certificates, Class A-J Certificates, Class X-1 Certificates, Class X-2         
Certificates, Class B Certificates, Class C Certificates, Class D Certificates, 
Class E Certificates, Class F Certificates, Class G Certificates, Class H       
Certificates, Class J Certificates, Class K Certificates, Class L Certificates, 
Class M Certificates, Class N Certificates, Class O Certificates and the portion
of the Class P Certificates representing the Class P REMIC Interest that is a   
"regular interest" in REMIC III.                                                

             "REMIC Pool" means each of the three segregated pools of assets
designated as a REMIC pursuant to Section 12.1(a) hereof.                       

               "REMIC Provisions" means the provisions of the federal income tax
law relating to real estate mortgage investment conduits, which appear at       
Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and final, temporary and proposed regulations and rulings           
promulgated thereunder, as the foregoing may be in effect from time to time and 
taking account, as appropriate, of any proposed legislation or regulations      
which, as proposed, would have an effective date prior to enactment or          
promulgation thereof.                                                           

              "REMIC Regular Certificates" means, collectively, the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J,  
Class X-1, Class X-2, Class B, Class C, Class D, Class E, Class F, Class G,     
Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P       
Certificates.                                                                   

           "Rent Loss Policy" or "Rent Loss Insurance" means a policy of
insurance generally insuring against loss of income or rent resulting from      
hazards or acts of God.                                                         

       "Rents from Real Property" means, with respect to any REO
Property, income of the character described in Section 856(d) of the Code.      

               "REO Account" shall have the meaning set forth in Section 9.14(a)
hereof.                                                                         

               "REO Disposition" means the receipt by the Master Servicer or the
Special Servicer of Liquidation Proceeds and other payments and recoveries      
(including proceeds of a final sale) from the sale or other disposition of REO  
Property.                                                                       

               "REO Income" means, with respect to any REO Property that had not
been security for an A/B Mortgage Loan or Loan Pair for any Collection Period,  
all income received in connection with such REO Property during such period less
any operating expenses, utilities, real estate taxes, management fees, insurance
premiums, expenses for maintenance and repairs and any other capital expenses   
directly related to such REO Property paid during such period or, with respect  
to an REO Property that had been security for an A/B Mortgage Loan or Loan Pair,

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the portion of the amounts described above received with respect to such REO    
Property and allocable to the related A Note or Serviced Pari Passu Mortgage    
Loan, as applicable, pursuant to the related Intercreditor Agreement or Loan    
Pair Intercreditor Agreement, as applicable. With respect to any Non-Serviced   
Mortgage Loan (if the applicable Non-Serviced Mortgage Loan Special Servicer has
foreclosed upon the Mortgaged Property secured by such Non-Serviced Mortgage    
Loan Mortgage), the REO Income shall comprise only such portion of the foregoing
that is allocable to the holder of such Non-Serviced Mortgage Loan, and with    
respect to the Mortgaged Property securing any Loan Pair or A/B Mortgage Loan,  
only the portion of such amounts allocable to the holder of the related Serviced
Pari Passu Mortgage or the related A Note, as applicable, shall be included in  
REO Income.                                                                     

             "REO Mortgage Loan" means a Mortgage Loan, a Serviced Companion
Mortgage Loan or a B Note as to which the related Mortgaged Property is an REO  
Property.                                                                       

       "REO Property" means a Mortgaged Property (or an interest
therein, if the Mortgaged Property securing any Loan Pair or the Mortgaged      
Property securing an A/B Mortgage Loan has been acquired by the Trust) acquired 
by the Trust through foreclosure, deed-in-lieu of foreclosure, abandonment or   
reclamation from bankruptcy in connection with a Defaulted Mortgage Loan or     
otherwise treated as foreclosure property under the REMIC Provisions; provided  
that a Mortgaged Property that secures a Non-Serviced Mortgage Loan shall       
constitute an REO Property if and when it is acquired under the related         
Non-Serviced Mortgage Loan Pooling and Servicing Agreement for the benefit of   
the Trustee as the holder of such Non-Serviced Mortgage Loan and of the holder  
of the related Non-Serviced Companion Loan(s) through foreclosure, acceptance of
a deed-in-lieu of foreclosure, abandonment or reclamation from bankruptcy in    
connection with a default or otherwise treated as foreclosure property under the
REMIC Provisions. The Special Servicer shall not have any obligations with      
respect to an REO Property that relates to a Mortgaged Property that secures a  
Non-Serviced Mortgage Loan and all references to the Special Servicer's         
obligations in this Agreement with respect to "REO Property" shall exclude any  
such Mortgaged Property that secures a Non-Serviced Mortgage Loan.              

           "Report Date" means the third Business Day before the related
Distribution Date.                                                              

           "Reportable Event" has the meaning set forth in Section 13.7.

         "Reporting Servicer" means the Master Servicer, the Special
Servicer and any Servicing Function Participant (including the Primary Servicer,
the Paying Agent, the Trustee and each Sub-Servicer), as the case may be.       

             "Repurchased Loan" has the meaning set forth in Section 2.3(a).

        "Repurchasing Seller" has the meaning set forth in Section
8.31(a)                                                                         

          "Request for Release" means a request for release of certain
documents relating to the Mortgage Loans, a form of which is attached hereto as 
Exhibit C.                                                                      

               "Required Appraisal Loan" means any Mortgage Loan, Loan Pair or B
Note as to which an Appraisal Event has occurred. In the case of an A/B Mortgage
Loan, upon the                                                                  

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occurrence of an Appraisal Event in respect of either the related A Note or B   
Note, the A/B Mortgage Loan shall be deemed to be a single Required Appraisal   
Loan. A Mortgage Loan, Loan Pair or B Note will cease to be a Required Appraisal
Loan at such time as it is a Rehabilitated Mortgage Loan.                       

            "Reserve Account" shall mean the Reserve Account maintained by
the Paying Agent in accordance with the provisions of Section 5.3, which shall  
be an Eligible Account or a subaccount of an Eligible Account.                  

               "Residual Certificates" means, with respect to REMIC I, the Class
R-I Certificates, with respect to REMIC II, the Class R-II Certificates and with
respect to REMIC III, the Class R-III Certificates.                             

        "Responsible Officer" means, when used with respect to the
initial Trustee, any officer assigned to the Asset-Backed Securities Trust      
Services Group, or with respect to the Paying Agent, any officer assigned to the
Corporate Trust Services Group, each with specific responsibilities for the     
matters contemplated by this Agreement and when used with respect to any        
successor Trustee or Paying Agent, any Vice President, Assistant Vice President,
corporate trust officer or any assistant corporate trust officer or persons     
performing similar roles on behalf of the Trustee or Paying Agent.              

               "Restricted Servicer Reports" means the following reports in CMSA
format (as in effect on the date hereof or as such formats may be changed from  
time to time by the CMSA) in, and containing substantially the information      
contemplated by, the forms attached hereto as part of Exhibit W prepared by the 
Master Servicer (combining reports in such forms prepared by the Master Servicer
and the Special Servicer (with respect to Specially Serviced Mortgage Loans and 
REO Properties)): (i) a CMSA Comparative Financial Status Report; (ii) without  
duplication with Section 8.14, an NOI Adjustment Worksheet; (iii) without       
duplication with Section 8.14, a CMSA Operating Statement Analysis Report, (iv) 
subject to Section 8.11(h), a CMSA Watch List, (v) a Property File, (vi) without
duplication with Section 8.14, a Financial File, (vii) a CMSA Special Servicer  
Loan File and (viii) a realized loss report substantially in the form included  
in Exhibit W.                                                                   

           "Reverse Sequential Order" means sequentially to the Class P,
Class O, Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F,
Class E, Class D, Class C, Class B, Class A-J, Class A-M and finally to the     
Class X and Class A Senior Certificates, on a pro rata basis, as set forth      
herein.                                                                         

   "Rule 144A" means Rule 144A under the Securities Act.

           "Rule 144A-IAI Global Certificate" means, with respect to any
Class of Certificates offered and sold in reliance on Rule 144A or to certain   
Institutional Accredited Investors, a single, permanent global Certificate, in  
definitive, fully registered form without interest coupons.                     

               "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or its successor in interest.                      

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               "Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002 and the
rules and regulations of the Commission promulgated thereunder (including any   
interpretations thereof by the Commission's staff).                             

         "Sarbanes-Oxley Certification" has the meaning set forth in
Section 13.6.                                                                   

               "Scheduled Payment" means each scheduled payment of principal of,
and/or interest on, a Mortgage Loan, a Serviced Companion Mortgage Loan or a B  
Note required to be paid on its Due Date by the Mortgagor in accordance with the
terms of the related Mortgage Note, Serviced Companion Mortgage Loan or B Note  
(excluding all amounts of principal and interest which were due on or before the
Cut-Off Date, whenever received, and taking account of any modifications thereof
and the effects of any Debt Service Reduction Amounts and Deficient Valuation   
Amounts). Notwithstanding the foregoing, the amount of the Scheduled Payment for
any Serviced Pari Passu Mortgage Loan or Serviced Companion Mortgage Loan or any
A Note or B Note shall be calculated without regard to the related Loan Pair    
Intercreditor Agreement or the related Intercreditor Agreement, as applicable.  

               "Scheduled Principal Balance" means, with respect to any Mortgage
Loan, Serviced Companion Mortgage Loan, Loan Pair, B Note or REO Mortgage Loan, 
for purposes of performing calculations with respect to any Distribution Date,  
the Principal Balance thereof minus the aggregate amount of any P&I Advances of 
principal previously made with respect to such Mortgage Loan, Serviced Companion
Mortgage Loan, Loan Pair, B Note or REO Mortgage Loan.                          

            "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations thereunder.                                       

            "Seller" means Principal II, Wells Fargo, BSCMI or MSMC as the
case may be.                                                                    

               "Seller Sub-Servicer" means a Sub-Servicer or Additional Servicer
required by a Seller to be retained by the Master Servicer or the Special       
Servicer, as applicable, as listed on Schedule XIX hereto.                      

        "Senior Certificates" means the Class A Senior and Class X
Certificates.                                                                   

              "Serviced Companion Mortgage Loan" means a mortgage loan that is
serviced under this Agreement, is not a "Mortgage Loan" included in the Trust,  
but is paid on a pari passu basis with a Mortgage Loan included in the Trust.   
There are no Serviced Companion Mortgage Loans related to the Trust.            

             "Serviced Companion Mortgage Loan Custodial Account" means each
of the custodial sub-account(s) of the Certificate Account (but which are not   
included in the Trust) created and maintained by the Master Servicer pursuant to
Section 5.1(c) on behalf of the holder of the related Serviced Companion        
Mortgage Loan. Any such sub-account(s) shall be maintained as a sub-account of  
an Eligible Account.                                                            

          "Serviced Pari Passu Mortgage" means the Mortgage securing a
Serviced Pari Passu Mortgage Loan and its related Serviced Companion Mortgage   
Loan secured by the related Mortgaged Property.                                 

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               "Serviced Pari Passu Mortgage Loan" means a Mortgage Loan that is
included in the Trust and paid on a pari passu basis with a Serviced Companion  
Mortgage Loan. There are no Serviced Pari Passu Mortgage Loans related to the   
Trust.                                                                          

            "Service(s)(ing)" means, in accordance with Regulation AB, the
act of servicing and administering the Mortgage Loans or any other assets of the
Trust by an entity that meets the definition of "servicer" set forth in Item    
1101 of Regulation AB and is subject to the disclosure requirements set forth in
Item 1108 of Regulation AB. For clarification purposes, any uncapitalized       
occurrence of this term shall have the meaning commonly understood by           
participants in the commercial mortgage-backed securities market.               

             "Servicer Errors and Omissions Insurance Policy" or "Errors and
Omissions Insurance Policy" means an errors and omissions insurance policy      
maintained by the Master Servicer, the Special Servicer, the Trustee or the     
Paying Agent, as the case may be, in accordance with Section 8.2, Section 9.2   
and Section 7.17, respectively.                                                 

         "Servicer Fidelity Bond" or "Fidelity Bond" means a bond or
insurance policy under which the insurer agrees to indemnify the Master         
Servicer, the Special Servicer, the Trustee or the Paying Agent, as the case may
be, (subject to standard exclusions) for all losses (less any deductible)       
sustained as a result of any theft, embezzlement, fraud or other dishonest act  
on the part of the Master Servicer's, the Special Servicer's, the Trustee's or  
the Paying Agent's, as the case may be, directors, officers or employees and is 
maintained in accordance with Section 8.2, Section 9.2 and Section 7.17,        
respectively.                                                                   

             "Servicer Mortgage File" means copies of the mortgage documents
listed in the definition of "Mortgage File" relating to a Mortgage Loan and     
shall also include, to the extent required to be (and actually) delivered to the
applicable Seller pursuant to the applicable Mortgage Loan documents, copies of 
the following items: the Mortgage Note, any Mortgage, the Assignment of Leases  
and the Assignment of Mortgage, any guaranty/indemnity agreement, any loan      
agreement, any insurance policies or certificates (as applicable), any property 
inspection reports, any financial statements on the property, any escrow        
analysis, any tax bills, any Appraisal, any environmental report, any           
engineering report, any asset summary, financial information on the             
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor  
agreement and any Environmental Insurance Policies.                             

         "Servicing Advance" means any cost or expense of the Master
Servicer, the Special Servicer or the Trustee, as the case may be, designated as
a Servicing Advance pursuant to this Agreement and any other costs and expenses 
incurred by the Master Servicer, the Special Servicer or the Trustee, as the    
case may be, to protect and preserve the security for such Mortgage Loan and/or 
(if applicable) the related Serviced Companion Mortgage Loan or B Note.         

            "Servicing Criteria" means the criteria set forth in paragraph
(d) of Item 1122 of Regulation AB, as such may be amended from time to time.    

              "Servicing Function Participant" means any Person (including the
Trustee, the Primary Servicer and the Paying Agent), other than the Master      
Servicer and the Special Servicer, that, within the meaning of Item 1122 of     
Regulation AB, is performing activities addressed by                            

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the Servicing Criteria, unless such Person's activities relate only to 5% or    
less of the Mortgage Loans (based on their Principal Balance).                  

              "Servicing Officer" means, any officer or employee of the Master
Servicer, or an Additional Servicer, as the case may be, involved in, or        
responsible for, the administration and servicing of the Mortgage Loans, any    
Serviced Companion Mortgage Loan and any B Note whose name and specimen         
signature appear on a list of servicing officers or employees furnished to the  
Trustee by the Master Servicer, or an Additional Servicer, as the case may be,  
and signed by an officer of the Master Servicer, or an Additional Servicer, as  
the case may be, as such list may from time to time be amended.                 

             "Servicing Standard" means, with respect to the Master Servicer
or the Special Servicer, as the case may be, to service and administer the      
Mortgage Loans (and any Serviced Companion Mortgage Loan and B Note but not any 
Non-Serviced Mortgage Loan) that it is obligated to service and administer      
pursuant to this Agreement on behalf of the Trustee and in the best interests of
and for the benefit of the Certificateholders (and in the case of any Serviced  
Companion Mortgage Loan or B Note, the related holder of the Serviced Companion 
Mortgage Loan or B Note, as applicable) as a collective whole (as determined by 
the Master Servicer or the Special Servicer, as the case may be, in its good    
faith and reasonable judgment), in accordance with applicable law, the terms of 
this Agreement and the terms of the respective Mortgage Loans, any Serviced     
Companion Mortgage Loan and any B Note (and, in the case of any Loan Pair or any
A Note and B Note, the related Loan Pair Intercreditor Agreement or the related 
Intercreditor Agreement, as applicable) and, to the extent consistent with the  
foregoing, further as follows:                                                  

          (a) with the same care, skill and diligence as is normal and
usual in its general mortgage servicing and REO property management activities  
on behalf of third parties or on behalf of itself, whichever is higher, with    
respect to mortgage loans and REO properties that are comparable to those for   
which it is responsible hereunder;                                              

       (b) with a view to the timely collection of all Scheduled
Payments of principal and interest under the Mortgage Loans, any Serviced       
Companion Mortgage Loan and any B Note or, if a Mortgage Loan, any Serviced     
Companion Mortgage Loan or any B Note comes into and continues in default and   
if, in the good faith and reasonable judgment of the Special Servicer, no       
satisfactory arrangements can be made for the collection of the delinquent      
payments, the maximization of the recovery of principal and interest on such    
Mortgage Loan to the Certificateholders (as a collective whole) (or in the case 
of any A/B Mortgage Loan and its related B Note or any Loan Pair, the           
maximization of the recovery of principal and interest on such A/B Mortgage Loan
or Loan Pair, as applicable, to the Certificateholders and the holder of the    
related B Note or Serviced Companion Mortgage Loan, as applicable, all taken as 
a collective whole) on a net present value basis (the relevant discounting of   
anticipated collections that will be distributable to Certificateholders to be  
performed at the rate determined by the Special Servicer but in any event not   
less than (i) the related REMIC I Net Mortgage Rate, in the case of the Mortgage
Loans (other than any A Note or Serviced Pari Passu Mortgage Loan) or (ii) the  
weighted average of the mortgage rates on the related A Note and B Note, in the 
case of any A/B Mortgage Loan, and on the related Serviced Pari Passu Mortgage  
Loan and Serviced Companion Mortgage Loan in the case of any Loan Pair); and    
without regard to: (I) any other relationship that the Master Servicer or the   
Special Servicer, as the case may be, or any Affiliate                          

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thereof may have with the related Mortgagor; (II) the ownership of any          
Certificate or any interest in any Non-Serviced Companion Mortgage Loan,        
Serviced Companion Mortgage Loan, B Note or any mezzanine loan related to a     
Mortgage Loan by the Master Servicer or the Special Servicer, as the case may   
be, or any Affiliate thereof; (III) the Master Servicer's obligation to make    
Advances; (IV) the right of the Master Servicer (or any Affiliate thereof) or   
the Special Servicer (or any Affiliate thereof), as the case may be, to receive 
reimbursement of costs, or the sufficiency of any compensation payable to it,   
hereunder or with respect to any particular transaction and (V) any obligation  
of the Master Servicer (or any Affiliate thereof) to repurchase any Mortgage    
Loan from the Trust.                                                            

           "Servicing Transfer Event" means the occurrence of any of the
following events: (i) any Mortgage Loan (other than a Non-Serviced Mortgage     
Loan), Serviced Companion Mortgage Loan or B Note as to which a Balloon Payment 
is past due, and the Master Servicer has determined, in its good faith          
reasonable judgment in accordance with the Servicing Standard, that payment is  
unlikely to be made on or before the 60th day succeeding the date the Balloon   
Payment was due, or any other payment is more than 60 days past due or has not  
been made on or before the second Due Date following the Due Date such payment  
was due; (ii) any Mortgage Loan (other than a Non-Serviced Mortgage Loan),      
Serviced Companion Mortgage Loan or B Note as to which, to the Master Servicer's
knowledge, the Mortgagor has consented to the appointment of a receiver or      
conservator in any insolvency or similar proceeding of, or relating to, such    
Mortgagor or to all or substantially all of its property, or the Mortgagor has  
become the subject of a decree or order issued under a bankruptcy, insolvency or
similar law and such decree or order shall have remained undischarged or        
unstayed for a period of 30 days; (iii) any Mortgage Loan (other than a         
Non-Serviced Mortgage Loan), Serviced Companion Mortgage Loan or B Note as to   
which the Master Servicer shall have received notice of the foreclosure or      
proposed foreclosure of any other lien on the Mortgaged Property; (iv) any      
Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion     
Mortgage Loan or B Note as to which the Master Servicer has knowledge of a      
default (other than a failure by the related Mortgagor to pay principal or      
interest) which in the good faith reasonable judgment of the Master Servicer    
materially and adversely affects the interests of the Certificateholders or the 
holder of any related Serviced Companion Mortgage Loan or B Note and which has  
occurred and remains unremedied for the applicable grace period specified in    
such Mortgage Loan (or, if no grace period is specified, 60 days); (v) any      
Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion     
Mortgage Loan or B Note as to which the Mortgagor admits in writing its         
inability to pay its debts generally as they become due, files a petition to    
take advantage of any applicable insolvency or reorganization statute, makes an 
assignment for the benefit of its creditors or voluntarily suspends payment of  
its obligations; and (vi) any Mortgage Loan (other than a Non-Serviced Mortgage 
Loan), Serviced Companion Mortgage Loan or B Note as to which, in the good faith
reasonable judgment of the Master Servicer, (a) (other than with respect to any 
A/B Mortgage Loan) a payment default is imminent or is likely to occur within 60
days, or (b) any other default is imminent or is likely to occur within 60 days 
and such default, in the judgment of the Master Servicer, is reasonably likely  
to materially and adversely affect the interests of the Certificateholders or   
the holder of any related Serviced Companion Mortgage Loan or B Note (as the    
case may be); provided, however, that (1) if the holder of the B Note exercised 
its right to cure a monetary default and a monetary default occurs in the       
following month due to the holder of the B Note's failure to cure, then         
servicing of such Mortgage Loan shall be transferred to the Special Servicer on 
the Business Day following the                                                  

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expiration of the Cure Period (as defined in the related Intercreditor          
Agreement) of the holder of the B Note if the holder of the B Note does not cure
the current monetary default or (2) if the holder of the B Note has exercised   
its right to cure the number of consecutive monetary defaults it is permitted to
cure under the related Intercreditor Agreement and a monetary default occurs in 
the following month, then servicing of such Mortgage Loan shall be transferred  
to the Special Servicer at the expiration of the Mortgagor's grace period for   
the current monetary default. If a Servicing Transfer Event occurs with respect 
to an A Note, it shall be deemed to have occurred also with respect to its      
related B Note; provided, however, that if a Servicing Transfer Event would     
otherwise have occurred with respect to an A Note, but has not so occurred      
solely because the holder of the related B Note has exercised its cure rights   
under the related Intercreditor Agreement, then a Servicing Transfer Event will 
not occur with respect to such A/B Mortgage Loan. If a Servicing Transfer Event 
occurs with respect to a B Note, it shall be deemed to have occurred also with  
respect to its related A Note. If a Servicing Transfer Event occurs with respect
to any Serviced Pari Passu Mortgage Loan, it shall be deemed to have occurred   
also with respect to the related Serviced Companion Mortgage Loan. If a         
Servicing Transfer Event occurs with respect to any Serviced Companion Mortgage 
Loan, it shall be deemed to have occurred also with respect to the related      
Serviced Pari Passu Mortgage Loan. Under the applicable Non-Serviced Mortgage   
Loan Pooling and Servicing Agreement, if a Servicing Transfer Event occurs with 
respect to any Non-Serviced Companion Mortgage Loan, it shall be deemed to have 
occurred also with respect to the related Non-Serviced Mortgage Loan.           

         "Similar Laws" has the meaning set forth in Section 3.3(d).

               "Single-Purpose Entity" means a Person, other than an individual,
whose organizational documents provide substantially to the effect that it is   
formed or organized solely for the purpose of owning and collecting payments    
from Defeasance Collateral for the benefit of the Trust and which (i) does not  
engage in any business unrelated thereto and the financing thereof; (ii) does   
not have any assets other than those related to its interest in Defeasance      
Collateral; (iii) maintains its own books, records and accounts, in each case   
which are separate and apart from the books, records and accounts of any other  
Person; (iv) conducts business in its own name and uses separate stationery,    
invoices and checks; (v) does not guarantee or assume the debts or obligations  
of any other Person; (vi) does not commingle its assets or funds with those of  
any other Person; (vii) transacts business with affiliates on an arm's length   
basis pursuant to written agreements; and (viii) holds itself out as being a    
legal entity, separate and apart from any other Person, and otherwise complies  
with the single-purpose requirements established by the Rating Agencies. The    
entity's organizational documents also provide that any dissolution and winding 
up or insolvency filing for such entity requires the unanimous consent of all   
partners or members, as applicable, and that such documents may not be amended  
with respect to the Single-Purpose Entity requirements.                         

          "Special Servicer" means Centerline Servicing Inc. (formerly
known as ARCap Servicing, Inc.), or any successor Special Servicer as herein    
provided, including without limitation, any successor Special Servicer appointed
pursuant to Section 9.39 hereof.                                                

        "Special Servicer Compensation" means, with respect to any
applicable period, the sum of the Special Servicing Fees, the Liquidation Fees  
and Work-Out Fees and any other amounts to be paid to the Special Servicer      
pursuant to the terms of this Agreement.                                        

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       "Special Servicer Remittance Date" means the Business Day
preceding each Determination Date.                                              

           "Special Servicing Fee" means, for each calendar month, as to
each Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced        
Companion Mortgage Loan or B Note that is a Specially Serviced Mortgage Loan    
(including REO Mortgage Loans), the fraction or portion of the Special Servicing
Fee Rate applicable to such month (determined using the same interest accrual   
methodology that is applied with respect to the Mortgage Rate for such Mortgage 
Loan, Serviced Companion Mortgage Loan or B Note for such month) multiplied by  
the Scheduled Principal Balance of such Specially Serviced Mortgage Loan        
immediately before the Due Date occurring in such month.                        

 "Special Servicing Fee Rate" means 0.25% per annum.

              "Special Servicing Officer" means any officer or employee of the
Special Servicer involved in, or responsible for, the administration and        
servicing of the Specially Serviced Mortgage Loans whose name and specimen      
signature appear on a list of servicing officers or employees furnished to the  
Trustee, the Paying Agent and the Master Servicer by the Special Servicer signed
by an officer of the Special Servicer, as such list may from time to time be    
amended.                                                                        

         "Specially Serviced Mortgage Loan" means, as of any date of
determination, any Mortgage Loan (other than any Non-Serviced Mortgage Loan),   
Serviced Companion Mortgage Loan or B Note with respect to which the Master     
Servicer has notified the Special Servicer, the Operating Adviser and the       
Trustee that a Servicing Transfer Event has occurred (which notice shall be     
effective upon receipt) and the Special Servicer has received all information,  
documents and records relating to such Mortgage Loan, Serviced Companion        
Mortgage Loan or B Note as reasonably requested by the Special Servicer to      
enable it to assume its duties with respect to such Mortgage Loan, Serviced     
Companion Mortgage Loan or B Note. A Specially Serviced Mortgage Loan shall     
cease to be a Specially Serviced Mortgage Loan from and after the date on which 
the Special Servicer notifies the Master Servicer, the Operating Adviser, the   
Paying Agent and the Trustee, in accordance with Section 8.1(b), that such      
Mortgage Loan (and the related B Note in the case of an A/B Mortgage Loan, and  
the related Serviced Companion Mortgage Loan in the case of a Loan Pair) has    
become a Rehabilitated Mortgage Loan (and, in the case of an A Note (or B Note) 
that is or was a Specially Serviced Mortgage Loan, its related B Note (or A     
Note) has also become a Rehabilitated Mortgage Loan and, in the case of a       
Serviced Pari Passu Mortgage Loan (or Serviced Companion Mortgage Loan) that is 
or was a Specially Serviced Mortgage Loan, its related Serviced Companion       
Mortgage Loan (or Serviced Pari Passu Mortgage Loan) has also become a          
Rehabilitated Mortgage Loan), with respect to such Servicing Transfer Event,    
unless and until the Master Servicer notifies the Special Servicer, the Paying  
Agent and the Trustee, in accordance with Section 8.1(b) that another Servicing 
Transfer Event with respect to such Mortgage Loan, Serviced Companion Mortgage  
Loan or B Note exists or occurs.                                                

          "Standard Hazard Insurance Policy" means a fire and casualty
extended coverage insurance policy in such amount and with such coverage as     
required by this Agreement.                                                     

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            "Startup Day" means, with respect to each of REMIC I, REMIC II
and REMIC III, the day designated as such in Section 12.1(b).                   

             "Subcontractor" means any vendor, subcontractor or other Person
that is not responsible for the overall servicing of Mortgage Loans but performs
one or more discrete functions identified in Item 1122(d) of Regulation AB with 
respect to Mortgage Loans under the direction or authority of the Master        
Servicer, the Special Servicer, an Additional Servicer or a Sub-Servicer.       

            "Subordinate Certificates" means, collectively, the Class A-M,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class 
J, Class K, Class L, Class M, Class N, Class O and Class P Certificates.        

              "Sub-Servicer" means any Person that (i) is a Servicing Function
Participant, (ii) Services the assets of the Trust on behalf of (a) the Trust,  
(b) the Paying Agent, (c) the Master Servicer, (d) the Special Servicer, (e) any
Additional Servicer (f) or any other Person that otherwise constitutes a        
"Sub-Servicer", and (iii) is responsible for the performance (whether directly  
or through sub-servicers or Subcontractors) of Servicing functions that are     
required to be performed by the Trust, the Paying Agent, the Master Servicer,   
the Special Servicer or any Additional Servicer under this Agreement or any     
sub-servicing agreement and are identified in Item 1122(d) of Regulation AB.    

               "Successful Bidder" has the meaning set forth in Section 8.29(d).

          "Tax Matters Person" means the person designated as the "tax
matters person" of each REMIC Pool pursuant to Treasury Regulations Section     
1.860F-4(d) and temporary Treasury Regulations Section 301.6231(a)(7)-1T.       

               "10-K Filing Deadline" has the meaning set forth in Section 13.5.

               "Termination Price" has the meaning set forth in Section 10.1(b).

     "Title Insurance Policy" means a title insurance policy
maintained with respect to a Mortgage Loan issued on the date of origination of 
the related Mortgage Loan.                                                      

             "Transfer" means any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a       
Certificate.                                                                    

            "Transferee" means any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.                                            

            "Transferor" means any Person who is disposing by Transfer any
Ownership Interest in a Certificate.                                            

             "Trust" means the trust created pursuant to this Agreement, the
assets which consist of all the assets of REMIC I (including the Mortgage Loans 
(other than Excess Interest), such amounts related thereto as shall from time to
time be held in the Certificate Account, the Distribution Account, the Reserve  
Account, the Interest Reserve Account, the Insurance Policies, any REO          
Properties or beneficial interests therein and other items referred to in       
Section 2.1(a)                                                                  

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hereof); REMIC II; REMIC III and funds or assets from time to time on deposit in
the Excess Interest Sub-account and any Excess Interest on the Mortgage Loans.  
The Trust shall not include any Non-Serviced Companion Mortgage Loan, any B     
Note, any interest of the holders of a B Note, any A/B Loan Custodial Account,  
any Serviced Companion Mortgage Loan, any interest of the holders of a Serviced 
Companion Mortgage Loan or any Serviced Companion Mortgage Loan Custodial       
Account.                                                                        

               "Trustee" means LaSalle Bank National Association, as trustee, or
its successor-in-interest, or if any successor trustee or any co-trustee shall  
be appointed as herein provided, then "Trustee" shall also mean such successor  
trustee (subject to Section 7.7 hereof) and such co-trustee (subject to Section 
7.9 hereof), as the case may be.                                                

        "Trustee Disclosure Sections" has the meaning set forth in
Section 7.3 hereof.                                                             

              "Trustee Fee" means for each calendar month, as to each Mortgage
Loan (including REO Mortgage Loans and Defeasance Loans), the portion of the    
Trustee Fee Rate applicable to such month (determined using the same interest   
accrual methodology (other than the rate of accrual) that is applied with       
respect to the Mortgage Rate for such Mortgage Loan for such month) multiplied  
by the Scheduled Principal Balance of each such Mortgage Loan immediately before
the Due Date occurring in such month; provided that a portion of the Trustee Fee
agreed upon between the Trustee and the Paying Agent shall be applied to pay the
Paying Agent Fee.                                                               

             "Trustee Fee Rate" means 0.00117% per annum (which includes the
Paying Agent Fee).                                                              

            "Trustee Mortgage File" means the mortgage documents listed in
the definition of "Mortgage File" hereof pertaining to a particular Mortgage    
Loan (and, if applicable, the related Serviced Companion Mortgage Loan and the  
related B Note) and any additional documents required to be added to the        
Mortgage File pursuant to this Agreement; provided that whenever the term       
"Trustee Mortgage File" is used to refer to documents actually received by the  
Trustee or a Custodian on its behalf, such terms shall not be deemed to include 
such documents required to be included therein unless they are actually so      
received.                                                                       

             "Underwriter" means each of Bear, Stearns & Co. Inc. and Morgan
Stanley & Co. Incorporated or its successors in interest.                       

               "United States Tax Person" means any of (i) a citizen or resident
of the United States, (ii) corporation or partnership organized in or under the 
laws of the United States, any State thereof or the District of Columbia, (iii) 
an estate the income of which is includible in gross income for United States   
tax purposes, regardless of its source or (iv) a trust if a court within the    
United States is able to exercise primary supervision over the administration of
such trust, and one or more United States Tax Persons has the authority to      
control all substantial decisions of such trust.                                

           "Unliquidated Advance" means any Advance previously made by a
party hereto that has been previously reimbursed to that party by the Trust as  
part of a Workout-Delayed Reimbursement Amount pursuant to subsection (iii) of  
Section 5.2(a)(II), but that has not been                                       

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recovered from the Mortgagor or otherwise from collections on or the proceeds of
the Mortgage Loan or REO Property in respect of which the Advance was made.     

               "Unpaid Interest" means, on any Distribution Date with respect to
any Class of Interests or Certificates (other than the Residual Certificates),  
the portion of Distributable Certificate Interest for such Class remaining      
unpaid as of the close of business on the preceding Distribution Date.          

            "Unrestricted Servicer Reports" means the following reports in
CMSA format (as in effect on the date hereof or as such formats may be changed  
from time to time by the CMSA) in, and containing substantially the information 
contemplated by, the forms attached hereto as part of Exhibit X prepared by the 
Master Servicer (combining reports in such forms prepared by the Master Servicer
and the Special Servicer (with respect to Specially Serviced Mortgage Loans and 
REO Properties)): (a) the following electronic files: (i) a Loan Setup File     
(with respect to the initial Distribution Date only); and (ii) a Loan Periodic  
Update File; and (b) the following supplemental reports: (i) a Delinquent Loan  
Status Report, (ii) an Historical Loan Modification Report, (iii) a Loan Level  
Reserve Report, (iv) an REO Status Report, and (v) a Total Loan Report.         

              "Weighted Average REMIC I Net Mortgage Rate" means, with respect
to any Distribution Date, the weighted average of the REMIC I Net Mortgage Rates
for the REMIC I Regular Interests, weighted on the basis of their respective    
Certificate Balances as of the close of business on the preceding Distribution  
Date.                                                                           

        "Wells Fargo" has the meaning set forth in the Preliminary
Statement hereto.                                                               

           "Wells Fargo Loans" means, collectively, those Mortgage Loans
sold to the Depositor pursuant to Mortgage Loan Purchase Agreement II and shown 
on Schedule II hereto.                                                          

              "Workout-Delayed Reimbursement Amount" has the meaning set forth
in subsection (II)(i) of Section 5.2(a).                                        

    "Work-Out Fee" means a fee payable with respect to any
Rehabilitated Mortgage Loan (other than any Non-Serviced Mortgage Loan),        
Serviced Companion Mortgage Loan or B Note, equal to the product of (x) 1.0% and
(y) the amount of each collection of interest (other than default interest and  
any Excess Interest) and principal received (including any Condemnation Proceeds
received and applied as a collection of such interest and principal) on such    
Mortgage Loan, Serviced Companion Mortgage Loan or B Note for so long as it     
remains a Rehabilitated Mortgage Loan.                                          

 Section 1.2 Calculations Respecting Mortgage Loans.

               (a) Calculations required to be made by the Paying Agent pursuant
to this Agreement with respect to any Mortgage Loan, Serviced Companion Mortgage
Loan or B Note shall be made based upon current information as to the terms of  
such Mortgage Loan, Serviced Companion Mortgage Loan and B Note and reports of  
payments received from the Master Servicer on such Mortgage Loan, Serviced      
Companion Mortgage Loan and B Note and payments to be made to the Paying Agent  
as supplied to the Paying Agent by the Master                                   

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Servicer. The Paying Agent shall not be required to recompute, verify or        
recalculate the information supplied to it by the Master Servicer and may       
conclusively rely upon such information in making such calculations. If,        
however, a Responsible Officer of the Paying Agent has actual knowledge of an   
error in the calculations, the Paying Agent shall inform the Master Servicer of 
such error.                                                                     

             (b) Unless otherwise required by law or the applicable Mortgage
Loan, Serviced Companion Mortgage Loan or B Note documents (or the related      
Intercreditor Agreement or related Loan Pair Intercreditor Agreement, as        
applicable), or as otherwise provided for in the definition of Liquidation      
Realized Loss, any amounts (other than escrow and reserve deposits and          
reimbursements of lender advances and expenses) received in respect of a        
Mortgage Loan, a Serviced Companion Mortgage Loan or a B Note as to which a     
default has occurred and is continuing shall be applied first to overdue        
interest due with respect to such Mortgage Loan, Serviced Companion Mortgage    
Loan or B Note at the Mortgage Rate thereof, next to current interest due with  
respect to such Mortgage Loan, Serviced Companion Mortgage Loan or B Note at the
Mortgage Rate thereof, next to the reduction of the Principal Balance of such   
Mortgage Loan, Serviced Companion Mortgage Loan or B Note to zero if such       
Mortgage Loan, Serviced Companion Mortgage Loan or B Note has been accelerated  
and in respect of any scheduled payments of principal then due to the extent    
that such Mortgage Loan, Serviced Companion Mortgage Loan or B Note has not yet 
been accelerated, next to any default interest and other amounts due on such    
Mortgage Loan, Serviced Companion Mortgage Loan or B Note and finally to Late   
Fees due with respect to such Mortgage Loan, Serviced Companion Mortgage Loan or
B Note. The foregoing allocations are intended to govern loan level allocations 
but shall not govern allocations of such amounts at the trust level for the     
purpose of determining Principal Distribution Amounts or Distributable          
Certificate Interest.                                                           

           Section 1.3 Calculations Respecting Accrued Interest. Accrued
interest on any Certificate shall be calculated based upon a 360-day year       
consisting of twelve 30-day months and Pass-Through Rates shall be carried out  
to eight decimal places, rounded if necessary. All dollar amounts calculated    
hereunder shall be rounded to the nearest penny.                                

Section 1.4 Interpretation.                       

            (a) Whenever the Agreement refers to a Distribution Date and a
"related" Collection Period, Interest Accrual Period, Record Date, Due Date,    
Report Date, Monthly Certificateholders Report, Special Servicer Remittance     
Date, Master Servicer Remittance Date or Determination Date, such reference     
shall be to the Collection Period, Interest Accrual Period, Record Date, Due    
Date, Report Date, Special Servicer Remittance Date, Master Servicer Remittance 
Date or Determination Date, as applicable, immediately preceding such           
Distribution Date.                                                              

              (b) As used herein and in any certificate or other document made
or delivered pursuant hereto or thereto, accounting terms not defined in Section
1.1 shall have the respective meanings given to them under generally accepted   
accounting principles or regulatory accounting principles, as applicable.       

            (c) The words "hereof," "herein" and "hereunder," and words of
similar import, when used in this Agreement, shall refer to this agreement as a 
whole and not to any                                                            

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particular provision of this Agreement, and references to Sections, Schedules   
and Exhibits contained in this Agreement are references to Sections, Schedules  
and Exhibits in or to this Agreement unless otherwise specified.                

               (d) Whenever a term is defined herein, the definition ascribed to
such term shall be equally applicable to both the singular and plural forms of  
such term and to masculine, feminine and neuter genders of such term.           

           (e) This Agreement is the result of arm's-length negotiations
between the parties and has been reviewed by each party hereto and its counsel. 
Each party agrees that any ambiguity in this Agreement shall not be interpreted 
against the party drafting the particular clause which is in question.          

          Section 1.5 ARD Loans. Notwithstanding any provision of this
Agreement:                                                                      

             (a) For the ARD Loans, the Excess Interest accruing as a result
of the step-up in the Mortgage Rate upon failure of the related Mortgagor to pay
the principal due on the Anticipated Repayment Date as specifically provided for
in the related Mortgage Note shall not be taken into account for purposes of the
definitions of "Appraisal Reduction," "Assumed Scheduled Payment," "Mortgage    
Rate," "Purchase Price" and "Realized Loss."                                    

            (b) Excess Interest shall constitute an asset of the Trust but
not an asset of any REMIC Pool.                                                 

            (c) Neither the Master Servicer nor the Special Servicer shall
take any enforcement action with respect to the payment of Excess Interest on   
any Mortgage Loan unless the taking of such action is consistent with the       
Servicing Standard and all other amounts due under such Mortgage Loan have been 
paid, and, in the good faith and reasonable judgment of the Master Servicer and 
the Special Servicer, as the case may be, the Liquidation Proceeds expected to  
be recovered in connection with such enforcement action will cover the          
anticipated costs of such enforcement action and, if applicable, any associated 
interest thereon.                                                               

             (d) Liquidation Fees shall not be deemed to be earned on Excess
Interest.                                                                       

              (e) With respect to an ARD Loan, after its Anticipated Repayment
Date, the Master Servicer or the Special Servicer, as the case may be, shall be 
permitted, in its discretion, to waive in accordance with Section 8.18 and      
Section 9.5 hereof, all or any accrued Excess Interest if, prior to the related 
Maturity Date, the related Mortgagor has requested the right to prepay the      
Mortgage Loan in full together with all payments required by the Mortgage Loan  
in connection with such prepayment except for all or a portion of accrued Excess
Interest, provided that the Master Servicer's or the Special Servicer's         
determination to waive the right to such accrued Excess Interest is in          
accordance with the Servicing Standard and with Section 8.18 and Section 9.5    
hereof. The Master Servicer or the Special Servicer, as the case may be, will   
have no liability to the Trust, the Certificateholders or any other person so   
long as such determination is based on such criteria.                           

            Section 1.6 Certain Matters with respect to Loan Pairs and A/B
Mortgage Loans.                                                                 

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              (a) The parties hereto acknowledge that, pursuant to the related
Loan Pair Intercreditor Agreement or the related Intercreditor Agreement, if a  
Serviced Pari Passu Mortgage Loan or B Note, as applicable, is no longer part of
the Trust or is no longer serviced pursuant to the terms of this Agreement, the 
holder of such Serviced Pari Passu Mortgage Loan or B Note, as applicable, shall
negotiate one or more new servicing agreements with the Master Servicer and the 
Special Servicer, provided that, prior to entering into any such new servicing  
agreement, the new holder of such Serviced Pari Passu Mortgage Loan or B Note,  
as applicable, shall obtain and provide to the holder of the related Serviced   
Companion Mortgage Loan and/or B Note written confirmation from each rating     
agency then rating any securitization relating to such Serviced Companion       
Mortgage Loan and/or B Note providing that such new servicing agreement will not
result in the downgrade, qualification or withdrawal of its then-current ratings
of any securities issued in such securitization; provided, that prior to such   
time the Master Servicer and the Special Servicer shall continue to service the 
related Loan Pair and/or A/B Mortgage Loan to the extent provided in the related
Loan Pair Intercreditor Agreement or the related Intercreditor Agreement, as    
applicable.                                                                     

          (b) For the avoidance of doubt and subject to subsection (a)
above, the parties acknowledge that the rights and duties of each of the Master 
Servicer and the Special Servicer under Article VIII and Article IX and the     
obligation of the Master Servicer to make Advances, insofar as such rights,     
duties and obligations relate to any A/B Mortgage Loan (including both the      
related A Note and the related B Note) or Loan Pair, shall terminate upon the   
earliest to occur of the following with respect to such A/B Mortgage Loan or    
Loan Pair, as the case may be: (i) any repurchase of or substitution for the    
related A Note or Serviced Pari Passu Mortgage Loan by the applicable Seller    
pursuant to Section 2.3, (ii) any purchase of the related A Note by the owner of
the related B Note pursuant to the terms of the related Intercreditor Agreement 
and (iii) any payment in full of any and all amounts due (or deemed due) under  
the related A Note or Serviced Pari Passu Mortgage Loan (or its successor REO   
Mortgage Loan) (including amounts to which the holder of such A Note or Serviced
Pari Passu Mortgage Loan is entitled under the related Intercreditor Agreement  
or related Loan Pair Intercreditor Agreement), as applicable; provided, however,
that this statement shall not limit (A) the duty of the Master Servicer or the  
Special Servicer to deliver or make available the reports otherwise required of 
it hereunder with respect to the Collection Period in which such event occurs or
(B) the rights of the Master Servicer or the Special Servicer that may otherwise
accrue or arise in connection with the performance of its duties hereunder with 
respect to such A/B Mortgage Loan or Loan Pair prior to the date on which such  
event occurs.                                                                   

             (c) In connection with any purchase described in clause (ii) of
subsection (b) or an event described in clause (iii) of subsection (b), the     
Trustee, the Master Servicer and the Special Servicer shall each tender to (in  
the case of a purchase under such clause (ii)) the related purchaser (provided  
that the related purchaser shall have paid the full amount of the applicable    
purchase price) or (in the case of such clause (iii)) to the holder of the      
related Serviced Companion Mortgage Loan or B Note (if then still outstanding), 
upon delivery to them of a receipt executed by such purchaser or holder, all    
portions of the Mortgage File and other documents pertaining to such Loan Pair  
or A/B Mortgage Loan, as applicable, possessed by it, and each document that    
constitutes a part of the Mortgage File shall be endorsed or assigned to the    
extent necessary or appropriate to such purchaser or holder (or the designee of 
such purchaser or holder) in the same manner, and pursuant to appropriate forms 
of assignment, substantially similar to the manner and forms pursuant to which  
documents were previously                                                       

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assigned to the Trustee by the related Seller, but in any event, without        
recourse, representation or warranty; provided that such tender by the Trustee  
shall be conditioned upon its receipt from the Master Servicer of a Request for 
Release. The Master Servicer shall, and is also hereby authorized and empowered 
by the Trustee to, convey to such purchaser or such holder any deposits then    
held in an Escrow Account relating to the applicable A/B Mortgage Loan or Loan  
Pair. If a Serviced Pari Passu Mortgage Loan and the related Serviced Companion 
Mortgage Loan or an A Note and the related B Note under the applicable Mortgage 
Loan are then REO Mortgage Loans, then the Special Servicer shall, and is also  
hereby authorized and empowered by the Trustee to, convey to such purchaser or  
such holder, in each case, to the extent not needed to pay or reimburse the     
Master Servicer, the Special Servicer or the Trustee in accordance with this    
Agreement, deposits then held in the REO Account insofar as they relate to the  
related REO Property.                                                           

               (d) If an expense under this Agreement relates, in the reasonable
judgment of the Master Servicer, the Special Servicer, the Trustee or the Paying
Agent, as applicable, primarily to the administration of the Trust or any REMIC 
formed hereunder or to any determination respecting the amount, payment or      
avoidance of any tax under the REMIC Provisions or the actual payment of any    
REMIC tax or expense with respect to any REMIC formed hereunder, then such      
expense shall not be allocated to, deducted or reimbursed from, or otherwise    
charged against the holder of any Serviced Companion Mortgage Loan or B Note and
such holder shall not suffer any adverse consequences as a result of the payment
of such expense.                                                                

ARTICLE II
 DECLARATION OF TRUST;
 ISSUANCES OF CERTIFICATES

Section 2.1 Conveyance of Mortgage Loans.         

             (a) Effective as of the Closing Date, the Depositor does hereby
assign in trust to the Trustee, without recourse, for the benefit of the        
Certificateholders all the right, title and interest of the Depositor, in, to   
and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule       
including the related Mortgage Notes, Mortgages, security agreements and title, 
hazard and other insurance policies, including all Qualifying Substitute        
Mortgage Loans, all distributions with respect thereto payable after the Cut-Off
Date, the Mortgage File and all rights, if any, of the Depositor in the         
Distribution Account, all REO Accounts, the Certificate Account, the Reserve    
Account and the Interest Reserve Account, (ii) the Depositor's rights under each
Mortgage Loan Purchase Agreement that are permitted to be assigned to the       
Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the     
Depositor's rights under any Intercreditor Agreement, Loan Pair Intercreditor   
Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement and the related   
Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any  
Non-Serviced Mortgage Loan and (v) all other assets included or to be included  
in REMIC I for the benefit of REMIC II and REMIC III or the Class P Grantor     
Trust for the benefit of the Class P Certificates. Such assignment includes all 
interest and principal received or receivable on or with respect to the Mortgage
Loans and due after the Cut-Off Date. The transfer of the Mortgage Loans and the
related rights and property accomplished hereby is absolute and is intended by  
the parties to constitute a sale. In connection with the initial sale of the    
Certificates by the Depositor, the purchase price to be paid includes a portion 
attributable to interest accruing                                               

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on the Certificates from and after the Cut-Off Date. The transfer and assignment
of any Non-Serviced Mortgage Loans to the Trustee and the right to service such 
Mortgage Loans are subject to the terms and conditions of the related           
Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related      
Non-Serviced Mortgage Loan Intercreditor Agreement, and the Trustee, by the     
execution and delivery of this Agreement, hereby agrees that such Mortgage Loans
remain subject to the terms of the related Non-Serviced Mortgage Loan           
Intercreditor Agreement and, with respect to each Serviced Pari Passu Mortgage  
Loan and Serviced Companion Mortgage Loan, the related Loan Pair Intercreditor  
Agreement (or with respect to a Joint Mortgage Loan treated as a Loan Pair in   
accordance with Section 8.31 hereof, the applicable Mortgage Loan documents).   

           (b) In connection with the Depositor's assignment pursuant to
Section 2.1(a) above, the Depositor shall direct, and hereby represents and     
warrants that it has directed, each Seller pursuant to the applicable Mortgage  
Loan Purchase Agreement to deliver to and deposit with, or cause to be delivered
to and deposited with, the Trustee or a Custodian appointed hereunder, on or    
before the Closing Date, the Mortgage Note for each Mortgage Loan so assigned,  
endorsed to the Trustee as specified in clause (i) of the definition of         
"Mortgage File." Each Seller is required, pursuant to the applicable Mortgage   
Loan Purchase Agreement, to deliver to the Trustee the remaining documents      
constituting the Mortgage File for each Mortgage Loan within the time period set
forth therein. None of the Trustee, the Paying Agent, any Custodian, the Master 
Servicer or the Special Servicer shall be liable for any failure by any Seller  
or the Depositor to comply with the document delivery requirements of the       
Mortgage Loan Purchase Agreements and this Section 2.1(b). Notwithstanding      
anything to the contrary contained herein, with respect to a Joint Mortgage     
Loan, the obligations of each of the applicable Sellers to deliver a Mortgage   
Note to the Trustee, or a Custodian appointed thereby, shall be limited to      
delivery of only the Mortgage Note held by such party to the Trustee or         
Custodian appointed thereby. With respect to a Joint Mortgage Loan, either of   
the applicable Sellers may deliver one Mortgage File or one of any other        
document required to be delivered with respect to such Mortgage Loan hereunder  
and such delivery shall satisfy such delivery requirements for each of the      
applicable Sellers.                                                             

               (c) The applicable Seller shall, at the expense of such Seller as
to each of its respective Mortgage Loans, promptly (and in any event within 45  
days following the receipt thereof) cause to be submitted for recording or      
filing (except with respect to any Mortgage that has been recorded in the name  
of MERS or its designees), as the case may be, in the appropriate public office 
for real property records or UCC financing statements, as appropriate, each     
assignment to the Trustee referred to in clauses (iv), (vi)(B) and (ix)(B) of   
the definition of "Mortgage File;" provided, if the related Mortgage and UCC    
financing statements have been recorded in the name of MERS or its designee, no 
such assignments will be required to be submitted for recording or filing and   
instead, the applicable Seller has agreed in the applicable Mortgage Loan       
Purchase Agreement to take all actions as are necessary to cause the Trustee to 
be shown as, and the Trustee shall take all actions necessary to confirm that it
is shown as, the owner of the related Mortgage on the records of MERS for       
purposes of the system of recording transfers of beneficial ownership of        
mortgages maintained by MERS. Each such assignment shall reflect that it should 
be returned by the public recording office to the Trustee following recording or
filing; provided that in those instances where the public recording office      
retains the original Assignment of Mortgage, assignment of Assignment of Leases 
or assignment of UCC financing statements, the applicable Seller shall obtain   
therefrom a certified copy of the recorded                                      

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original. The applicable Seller shall forward copies thereof to the Trustee and 
the Special Servicer and, if recorded in the name of MERS, shall deliver to the 
Master Servicer and the Special Servicer, within 45 days of the Closing Date,   
evidence confirming that the Trustee is shown as the owner on the record of     
MERS. If any such document or instrument is lost or returned unrecorded or      
unfiled, as the case may be, because of a defect therein, the applicable Seller 
shall, pursuant to the applicable Mortgage Loan Purchase Agreement, promptly    
prepare or cause to be prepared a substitute therefor or cure such defect, as   
the case may be, and thereafter the applicable Seller shall upon receipt thereof
cause the same to be duly recorded or filed, as appropriate. After the          
applicable Seller has caused the Trustee to be identified on the records of MERS
as the owner of a Mortgage, it shall be the sole responsibility of the Master   
Servicer to ensure that subsequent relevant events relating to the Mortgage (as,
for example, assumptions and partial releases) are promptly and properly        
registered with MERS throughout the term of the related Mortgage Loan for so    
long as the Mortgage Loan is an asset of the Trust.                             

               The parties acknowledge the obligation of each Seller pursuant to
Section 2 of the related Mortgage Loan Purchase Agreement to deliver to the     
Trustee, on or before the fifth Business Day after the Closing Date, five       
limited powers of attorney substantially in the form attached as Exhibit C to   
the Primary Servicing Agreement in favor of the Trustee and the Special Servicer
to empower the Trustee and, in the event of the failure or incapacity of the    
Trustee, the Special Servicer, to submit for recording, at the expense of the   
applicable Seller, any mortgage loan documents required to be recorded as set   
forth in the preceding paragraph and any intervening assignments with evidence  
of recording thereon that are required to be included in the Mortgage Files (so 
long as original counterparts have previously been delivered to the Trustee).   
The Sellers agree to reasonably cooperate with the Trustee and the Special      
Servicer in connection with any additional powers of attorney or revisions      
thereto that are requested by such parties for purposes of such recordation. The
Trustee and each other party hereto agrees that no such power of attorney shall 
be used with respect to any Mortgage Loan by or under authorization by any party
hereto except to the extent that the absence of a document described in the     
second preceding sentence with respect to such Mortgage Loan remains unremedied 
as of the earlier of (i) the date that is 180 days following the delivery of    
notice of such absence to the related Seller, but in no event earlier than 18   
months from the Closing Date, and (ii) the date (if any) on which such Mortgage 
Loan becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such  
documents for recording, at the related Seller's expense, after the periods set 
forth above; provided, however, the Trustee shall not submit such assignments   
for recording if the applicable Seller produces evidence that it has sent any   
such assignment for recording and certifies that it is awaiting its return from 
the applicable recording office.                                                

             (d) All relevant servicing or loan documents and records in the
possession of the Depositor or the Sellers that relate to the Mortgage Loans,   
Serviced Companion Mortgage Loans or B Notes and that are not required to be a  
part of a Mortgage File in accordance with the definition thereof shall be      
delivered to the Master Servicer or the Primary Servicer on its behalf, on or   
before the date that is 45 days following the Closing Date and shall be held by 
the Master Servicer or the Primary Servicer on behalf of the Trustee in trust   
for the benefit of the Certificateholders. To the extent delivered to the Master
Servicer or the Primary Servicer by the related Seller, the Servicer Mortgage   
File, will include, to the extent required to be (and actually) delivered to the
applicable Seller pursuant to the applicable Mortgage Loan documents, copies of 
the following items: the Mortgage Note, any Mortgage, the Assignment of Leases  
and the Assignment of Mortgage, any guaranty/indemnity agreement, any loan      
agreement, the insurance                                                        

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policies or certificates (as applicable), the property inspection reports, any  
financial statements on the property, any escrow analysis, the tax bills, the   
Appraisal, the environmental report, the engineering report, the asset summary, 
financial information on the Mortgagor/sponsor and any guarantors, any letters  
of credit, any intercreditor agreement and any Environmental Insurance Policies.
Delivery of any of the foregoing documents to the Primary Servicer (or          
sub-servicer) shall be deemed delivery to the Master Servicer and satisfy the   
Depositor's obligations under this Section 2.1(d). None of the Master Servicer, 
the Special Servicer or the Primary Servicer shall have any liability for the   
absence of any of the foregoing items from the Servicing Mortgage File if such  
item was not delivered by the related Seller.                                   

           (e) In connection with the Depositor's assignment pursuant to
Section 2.1(a) above, the Depositor shall deliver to the Trustee on or before   
the Closing Date a copy of a fully executed counterpart of each Mortgage Loan   
Purchase Agreement, as in full force and effect on the Closing Date, which      
Mortgage Loan Purchase Agreements shall contain the representations and         
warranties made by the Sellers with respect to each related Mortgage Loan as of 
the Closing Date.                                                               

        (f) In connection herewith, the Depositor has acquired the
Principal II Loans from Principal II, the Wells Fargo Loans from Wells Fargo,   
the BSCMI Loans from BSCMI and the MSMC Loans from MSMC. The Depositor will     
deliver or cause to be delivered the original Mortgage Notes (or lost note      
affidavits with copies of the related Mortgage Notes, as set forth in the       
definition of "Mortgage File") relating to the Principal II Loans to the        
Trustee, endorsed as otherwise provided herein, to effect the transfer to the   
Trustee of such Mortgage Notes and all related deeds of trust, mortgages and    
other loan documents. The Depositor will deliver or cause to be delivered the   
original Mortgage Notes (or lost note affidavits with copies of the related     
Mortgage Notes, as set forth in the definition of "Mortgage File") relating to  
the Wells Fargo Loans to the Trustee, endorsed as otherwise provided herein, to 
effect the transfer to the Trustee of such Mortgage Notes and all related deeds 
of trust, mortgages and other loan documents. The Depositor will deliver or     
cause to be delivered the original Mortgage Notes (or lost note affidavits with 
copies of the related Mortgage Notes, as set forth in the definition of         
"Mortgage File") relating to the BSCMI Loans to the Trustee, endorsed as        
otherwise provided herein, to effect the transfer to the Trustee of such        
Mortgage Notes and all related deeds of trust, mortgages and other loan         
documents. The Depositor will deliver or cause to be delivered the original     
Mortgage Notes (or lost note affidavits with copies of the related Mortgage     
Notes, as set forth in the definition of "Mortgage File") relating to the MSMC  
Loans to the Trustee, endorsed as otherwise provided herein, to effect the      
transfer to the Trustee of such Mortgage Notes and all related deeds of trust,  
mortgages and other loan documents. To avoid the unnecessary expense and        
administrative inconvenience associated with the execution and recording of     
multiple assignment documents, Principal II, Wells Fargo, BSCMI and MSMC, as    
applicable, are required under the Mortgage Loan Purchase Agreements to deliver 
Assignments of Mortgages and assignments of Assignments of Leases and           
assignments of UCC financing statements naming the Trustee, on behalf of the    
Certificateholders, as assignee. Notwithstanding the fact that the assignments  
shall name the Trustee, on behalf of the Certificateholders, as the assignee,   
the parties hereto acknowledge and agree that for all purposes the Principal II 
Loans shall be deemed to have been transferred from Principal II to the         
Depositor, the Wells Fargo Loans shall be deemed to have been transferred from  
Wells Fargo to the Depositor, the BSCMI Loans shall be deemed to have been      
transferred from BSCMI to the Depositor and the MSMC Loans shall be deemed to   
have been transferred from MSMC to the Depositor, and all Mortgage Loans shall  
be                                                                              

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deemed to have been transferred from the Depositor to the Trustee on behalf of  
the Certificateholders.                                                         

              Section 2.2 Acceptance by Trustee. The Trustee will hold (i) the
documents constituting a part of the Mortgage Files delivered to it, (ii) the   
REMIC I Regular Interests, and (iii) the REMIC II Regular Interests, in each    
case, in trust for the use and benefit of all present and future                
Certificateholders. To the extent that the contents of the Mortgage File for any
A Note relate to the corresponding B Note, the Trustee, or the Custodian on the 
Trustee's behalf, will also hold such Mortgage File in trust for the benefit of 
the holder of the related B Note; provided, that if a B Note remains outstanding
following payment in full of the amounts due under the related A Notes, the     
Mortgage Loan documents relating to such A/B Mortgage Loan (exclusive of any    
such documents related solely to the A Notes) shall be assigned to the holder of
the B Note or its designee. To the extent that the contents of the Mortgage File
for any Serviced Pari Passu Mortgage Loan relate to the corresponding Serviced  
Companion Mortgage Loan, the Trustee, or the Custodian, on the Trustee's behalf,
will also hold such Mortgage File in trust for the benefit of the holder of the 
related Serviced Companion Mortgage Loan.                                       

              On the Closing Date in respect of the Initial Certification, and
within 75 days after the Closing Date in respect of the Final Certification, the
Trustee shall examine the Mortgage Files in its possession, and shall deliver to
the Depositor, the Sellers, the Master Servicer, the Special Servicer, the      
Operating Adviser and the holder of any Serviced Companion Mortgage Loan a      
certification (the "Initial Certification" and the "Final Certification",       
respectively, in the respective forms set forth as Exhibit B-1 and Exhibit B-2  
hereto), which shall be in electronic format (i) in the case of the Initial     
Certification, as to each Mortgage Loan listed in the Mortgage Loan Schedule,   
except as may be specified in the schedule of exceptions attached thereto, to   
the effect that: (A) all documents pursuant to clause (i) of the definition of  
"Mortgage File" are in its possession, (B) such documents have been reviewed by 
it and have not been materially mutilated, damaged, defaced, torn or otherwise  
physically altered, and such documents relate to such Mortgage Loan, and (C)    
each Mortgage Note has been endorsed as provided in clause (i) of the definition
of "Mortgage File", and (ii) in the case of the Final Certification, as to each 
Mortgage Loan listed in the Mortgage Loan Schedule, except as may be specified  
in the schedule of exceptions attached thereto, to the effect that: (A) (I) all 
documents pursuant to clauses (i), (ii), (iv), (v), (vi), (viii), (x) and (xii) 
of the definition of "Mortgage File" required to be included in the Mortgage    
File (to the extent required to be delivered pursuant to this Agreement and the 
Primary Servicing Agreement), and with respect to all documents specified in the
other clauses of the definition of "Mortgage File" to the extent known by a     
Responsible Officer of the Trustee to be required pursuant to this Agreement,   
are in its possession, and (II) for each Mortgage recorded in the name of MERS  
or its designee, the Trustee is shown as the transferee of the related Mortgage 
on the records of MERS for purposes of the system maintained by MERS of         
recording transfers of beneficial ownership for mortgages, (B) such documents   
have been reviewed by it and have not been materially mutilated, damaged,       
defaced, torn or otherwise physically altered, and such documents relate to such
Mortgage Loan, (C) based on its examination and only as to the Mortgage Note and
Mortgage, the street address of the Mortgaged Property set forth in the Mortgage
Loan Schedule respecting such Mortgage Loan accurately reflects the information 
contained in the documents in the Mortgage File, and (D) each Mortgage Note has 
been endorsed. Notwithstanding the foregoing, the delivery of a commitment to   
issue a Title Insurance Policy in lieu of the delivery of the actual Title      
Insurance Policy shall not be considered a Material Document Defect with respect
to any Mortgage File if such actual Title                                       

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Insurance Policy is delivered to the Trustee or a Custodian on its behalf not   
later than the 180th day following the Closing Date.                            

               Within 360 days after the Cut-Off Date, the Trustee shall provide
a confirmation of receipt of recorded assignments of Mortgage (as set forth in  
the definition of "Mortgage File," with evidence of recording thereon) or       
otherwise provide evidence of such recordation to the Master Servicer, the      
Special Servicer, the Operating Adviser and each Seller, and if any recorded    
assignment of Mortgage has not been received by the Trustee by such time, the   
Trustee shall provide information in such confirmation on the status of missing 
assignments. The Trustee agrees to use reasonable efforts to submit for         
recording any unrecorded assignments of Mortgage that have been delivered to it 
(including effecting such recordation process through or cooperating with the   
applicable Seller), such recordation to be at the expense of the applicable     
Seller; provided, however, that the Trustee shall not submit for recording any  
such assignments if the applicable Seller produces evidence that it has sent any
such assignment for recording and is awaiting its return from the applicable    
recording office. In giving the certifications required above, the Trustee shall
be under no obligation or duty to inspect, review or examine any such documents,
instruments, securities or other papers to determine whether they or the        
signatures thereon are valid, legal, genuine, enforceable, in recordable form or
appropriate for their represented purposes, or that they are other than what    
they purport to be on their face, or to determine whether any Mortgage File     
should include any assumption agreement, modification agreement, consolidation  
agreement, extension agreement, Assignment of Lease, ground lease, UCC financing
statement, guaranty, written assurance, substitution agreement, lock box        
agreement, intercreditor agreement, management agreement or letter of credit.   

              If any exceptions are noted on a schedule of exceptions attached
to the Final Certification, including exceptions resulting from the fact that   
the recordation and/or filing has not been completed (based solely on the       
absence of receipt by the Custodian (or the Trustee) of the particular documents
showing evidence of the recordation and/or filing), then the Custodian on behalf
of the Trustee (or the Trustee) shall continuously update such schedule of      
exceptions to reflect receipt of any corrected documents, additional documents  
or instruments or evidences of recordation and/or filing, as to each Mortgage   
Loan, until the earliest of the following dates: (i) the date on which all such 
exceptions are eliminated (any such elimination resulting from the fact that    
recordation and/or filing has been completed shall be based solely on receipt by
the Custodian or the Trustee of the particular documents showing evidence of the
recordation and/or filing), (ii) the date on which all the affected Mortgage    
Loans are removed from the Trust and (iii) the second anniversary of the Closing
Date, and shall provide such updated schedule of exceptions (which may be in    
electronic format) to each of the Depositor, each Seller (as to its respective  
Mortgage Loans only), the Master Servicer, the Special Servicer, the Operating  
Adviser, the Paying Agent and the holder of any Serviced Companion Mortgage Loan
on or about the date that is 180 days after the Closing Date and then again     
every 90 days thereafter (until the earliest date specified above). Upon        
request, the Paying Agent shall promptly forward a copy thereof to each         
Certificateholder in the Controlling Class and shall deliver or make available a
copy thereof to other Certificateholders. Promptly, and in any event within two 
Business Days, following any request therefor by the Depositor, the Master      
Servicer, the Special Servicer, the Operating Adviser or the holder of any      
Serviced Companion Mortgage Loan that is made later than two years following the
Closing Date, the Custodian (or the Trustee) shall deliver an updated schedule  
of exceptions, which may be in electronic format (to the extent the prior       
schedule showed exceptions), to the requesting Person and the Paying Agent,     
which shall                                                                     

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make available a copy thereof. Upon request, the Master Servicer shall provide  
to the Trustee the names and addresses of each holder of a Serviced Companion   
Mortgage Loan of which the Master Servicer has received notice in accordance    
with this Agreement and/or the related Loan Pair Intercreditor Agreement.       

              The Trustee or its authorized agents shall retain possession and
custody of each Trustee Mortgage File in accordance with and subject to the     
terms and conditions set forth herein.                                          

            Section 2.3 Sellers' Repurchase of Mortgage Loans for Material
Document Defects and Material Breaches of Representations and Warranties.       

              (a) If any party hereto discovers that any document or documents
constituting a part of a Mortgage File has not been delivered as and when       
required, has not been properly executed, or is defective on its face or        
discovers or receives notice of a breach of any of the representations and      
warranties relating to the Mortgage Loans required to be made by a Seller       
regarding the characteristics of the Mortgage Loans and/or related Mortgaged    
Properties as set forth in the related Mortgage Loan Purchase Agreements, and,  
in either case, the party discovering such defect or breach determines that     
either (i) the defect or breach materially and adversely affects the interests  
of the holders of the Certificates in the related Mortgage Loan or (ii) both (A)
the defect or breach materially and adversely affects the value of the Mortgage 
Loan and (B) the Mortgage Loan is a Specially Serviced Mortgage Loan or         
Rehabilitated Mortgage Loan (any such defect described in the preceding clause  
(i) or (ii), a "Material Document Defect", and such a breach described in the   
preceding clause (i) or (ii), a "Material Breach") the party determining that   
such Material Document Defect or Material Breach exists shall give prompt       
written notice to the other parties hereto and to each Rating Agency subject to 
the terms of the applicable Mortgage Loan Purchase Agreement; provided that any 
breach of the representation and warranty contained in paragraph (41) of Exhibit
2 of the related Mortgage Loan Purchase Agreement shall constitute a Material   
Breach only if the prepayment premium or yield maintenance charge referred to   
therein is not deemed "customary" for commercial mortgage loans as evidenced by 
(i) an opinion of tax counsel to such effect or (ii) a determination by the     
Internal Revenue Service that such provision is not customary. Promptly (but in 
any event within three Business Days) upon determining (or becoming aware of    
another party's determination) that any such Material Document Defect or        
Material Breach exists (which determination shall, absent evidence to the       
contrary, be presumed to be no earlier than three Business Days prior to the    
delivery of the notice referred to below), the Master Servicer shall, and the   
Special Servicer may, request that the related Seller, not later than 90 days   
from such Seller's receipt of the notice of such Material Document Defect or    
Material Breach, cure such Material Document Defect or Material Breach, as the  
case may be, in all material respects; provided, however, that if such Material 
Document Defect or Material Breach, as the case may be, cannot be corrected or  
cured in all material respects within such 90-day period, and such Material     
Document Defect or Material Breach would not cause the Mortgage Loan to be other
than a "qualified mortgage" (as defined in the Code) but the related Seller is  
diligently attempting to effect such correction or cure, as certified by such   
Seller in an Officer's Certificate delivered to the Trustee, then the cure      
period will be extended for an additional 90 days unless, solely in the case of 
a Material Document Defect, (x) the Mortgage Loan is then a Specially Serviced  
Mortgage Loan and a Servicing Transfer Event has occurred as a result of a      
monetary default or as set forth in clause (ii) or clause (v) of the definition 
of "Servicing Transfer Event"                                                   

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and (y) the Material Document Defect was identified in a certification delivered
to the Seller by the Trustee pursuant to Section 2.2 not less than 90 days prior
to the delivery of the notice of such Material Document Defect. The parties     
acknowledge that neither delivery of a certification or schedule of exceptions  
to a Seller pursuant to Section 2.2 or otherwise nor possession of such         
certification or schedule by the Seller shall, in and of itself, constitute     
delivery of notice of any Material Document Defect or knowledge or awareness by 
the Seller or any party hereto of any Material Document Defect listed therein.  

            If any Material Document Defect or Material Breach that exists
cannot be corrected or cured in all material respects within the above cure     
periods, the related Seller will be obligated, not later than the last day of   
such permitted cure period, to (i) repurchase the affected Mortgage Loan (or the
related Seller's portion thereof with respect to any Joint Mortgage Loan) or REO
Mortgage Loan (or the related Seller's portion thereof with respect to any Joint
Mortgage Loan) from the Trust at the applicable Purchase Price in accordance    
with the related Mortgage Loan Purchase Agreement, or (ii) if within the        
three-month period commencing on the Closing Date (or within the two-year period
commencing on the Closing Date if the related Mortgage Loan is a "defective     
obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the Code and     
Treasury Regulations Section 1.860G-2(f)), at the related Seller's option,      
without recourse (other than the representations and warranties made with       
respect thereto), replace such Mortgage Loan or REO Mortgage Loan with a        
Qualifying Substitute Mortgage Loan. If such Material Document Defect or        
Material Breach would cause the Mortgage Loan to be other than a "qualified     
mortgage" (as defined in the Code), then notwithstanding the previous sentence  
or the previous paragraph, the repurchase must occur within 85 days from the    
date the related Seller was notified of the defect and substitution must occur  
within the sooner of (i) 85 days from the date the related Seller was notified  
of the defect or (ii) two years from the Closing Date.                          

         As to any Qualifying Substitute Mortgage Loan or Loans, the
Master Servicer shall not execute any instrument effecting the substitution     
unless the related Seller has delivered to the Trustee for such Qualifying      
Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the related 
Assignment of Mortgage, and such other documents and agreements as are required 
by Section 2.1, with the Mortgage Note endorsed as required by Section 2.1, and 
the Master Servicer shall be entitled to rely on statements and certifications  
from the Trustee for this purpose. No substitution may be made in any calendar  
month after the Determination Date for such month. Monthly payments due with    
respect to Qualifying Substitute Mortgage Loans in the month of substitution    
shall not be part of the Trust and will be retained by Master Servicer and      
remitted by the Master Servicer to the related Seller on the next succeeding    
Distribution Date. For the month of substitution, distributions to              
Certificateholders will include the Scheduled Payment due on the related Deleted
Mortgage Loan for such month and thereafter the related Seller shall be entitled
to retain all amounts received in respect of such Deleted Mortgage Loan.        

        The Master Servicer shall amend or cause to be amended the
Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and 
the substitution of the Qualifying Substitute Mortgage Loan or Loans and upon   
such amendment the Master Servicer shall deliver or cause to be delivered such  
amended Mortgage Loan Schedule to the Trustee (and the Custodian), the Paying   
Agent and the Special Servicer. Upon such substitution, the Qualifying          
Substitute Mortgage Loan or Loans shall be subject to the terms of this         
Agreement in all respects. Upon receipt of the Trustee Mortgage File pertaining 
to any Qualifying Substitute Mortgage Loans, the Trustee shall release the      
Trustee Mortgage File relating to such Deleted                                  

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Mortgage Loan to the related Seller, and the Trustee (and the Depositor, if     
necessary) shall execute and deliver such instruments of transfer or assignment 
in the form presented to it, in each case without recourse, representation or   
warranty, as shall be necessary to vest title (provided, however, if applicable,
the Master Servicer will take all necessary action to register the transfer of  
ownership of the Mortgage related to such Deleted Mortgage Loan on the records  
of MERS) (to the extent that such title was transferred to the Trustee or the   
Depositor) in the related Seller or its designee to any Deleted Mortgage Loan   
(including any property acquired in respect thereof or any insurance policy     
proceeds relating thereto) substituted for pursuant to this Section 2.3.        

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

             With respect to any Defective Mortgage Loan, to the extent that
the applicable Seller is required to repurchase or substitute for such Defective
Mortgage Loan (each, a "Repurchased Loan") in the manner prescribed above while 
the Trustee continues to hold any Crossed Mortgage Loan, the applicable Seller  
and the Depositor have agreed in the related Mortgage Loan Purchase Agreement to
forbear from enforcing any remedies against the other's                         

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

         Any of the following document defects shall be conclusively
presumed materially and adversely to affect the interests of Certificateholders 
in a Mortgage Loan and be a Material Document Defect: (a) the absence from the  
Mortgage File of the original signed Mortgage Note, unless the Mortgage File    
contains a signed lost note affidavit and indemnity that appears to be regular  
on its face; (b) the absence from the Mortgage File of the original signed      
Mortgage (or with respect to any Non-Serviced Mortgage Loan, a copy thereof)    
that appears to be regular on its face, unless there is included in the Mortgage
File a certified copy of the Mortgage by the local authority with which the     
Mortgage was recorded; (c) the absence from the Mortgage File of the item called
for by paragraph (viii) of the definition of "Mortgage File" (or with respect to
any Non-Serviced Mortgage Loan, a copy thereof) or (d) the absence from the     
Mortgage File of the item called for by paragraph (xii) of the definition of    
"Mortgage File" (or with respect to any Non-Serviced Mortgage Loan, a copy      
thereof). If any of the foregoing Material Document Defects is discovered by the
Custodian (or the Trustee if there is no Custodian), the Trustee (or as set     
forth in Section 2.3(a), the Master Servicer) will take the steps described     
elsewhere in this section, including the giving of notices to the Rating        
Agencies, the parties hereto and, to the extent any Material Document Defect    
relates to a Serviced Pari Passu Mortgage Loan, the holder of the related       
Serviced Companion Mortgage Loan, and making demand upon the related Seller for 
the cure of the document defect or repurchase or replacement of the related     
Mortgage Loan.                                                                  

               If the related Seller disputes that a Material Document Defect or
Material Breach exists with respect to a Mortgage Loan or otherwise refuses (i) 
to effect a correction or cure of such Material Document Defect or Material     
Breach, (ii) to repurchase the affected Mortgage Loan from the Trust or (iii) to
replace such Mortgage Loan with a Qualifying Substitute Mortgage Loan, each in  
accordance with the related Mortgage Loan Purchase Agreement, then provided that
(x) the period of time provided for the related Seller to correct, repurchase or
cure has expired and (y) the Mortgage Loan is then in default and is then a     
Specially Serviced Mortgage Loan, the Special Servicer may, subject to the      
Servicing Standard, modify, workout or foreclose, sell or otherwise liquidate   
(or permit the liquidation of) the Mortgage Loan pursuant to Section 9.5,       
Section 9.12, Section 9.15 and Section 9.36, as applicable, hereof, while       
pursuing                                                                        

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the repurchase claim. The related Seller has acknowledged and agreed under the  
related Mortgage Loan Purchase Agreement that any modification of the Mortgage  
Loan pursuant to a workout shall not constitute a defense to any repurchase     
claim nor shall such modification and workout change the Purchase Price due from
the related Seller for any repurchase claim. In the event of any such           
modification and workout, the related Seller has agreed under the related       
Mortgage Loan Purchase Agreement to repurchase the Mortgage Loan as modified and
that the Purchase Price shall include any Work-Out Fee paid to the Special      
Servicer up to the date of repurchase plus the present value (calculated at a   
discount rate equal to the applicable Mortgage Rate) of the Work-Out Fee that   
would have been payable to the Special Servicer in respect of such Mortgage Loan
if the Mortgage Loan performed in accordance with its terms to its Maturity     
Date, provided that no amount shall be paid by the related Seller in respect of 
any Work-Out Fee if a Liquidation Fee already comprises (or will comprise) a    
portion of the Purchase Price. The related Seller shall be notified promptly and
in writing by (i) the Trustee of any notice that it receives that an Option     
Holder intends to exercise its Option to purchase the Mortgage Loan in          
accordance with and as set forth in Section 9.36 hereof and (ii) the Special    
Servicer of any offer that it receives to purchase the applicable REO Property, 
each in connection with such liquidation. Upon the receipt of such notice by the
related Seller, the related Seller shall then have the right to purchase the    
related Mortgage Loan or REO Property, as applicable, from the Trust at a       
purchase price equal to, in the case of clause (i) of the immediately preceding 
sentence, the Option Purchase Price or, in the case of clause (ii) of the       
immediately preceding sentence, the amount of such offer. Notwithstanding       
anything to the contrary contained herein or in the related Mortgage Loan       
Purchase Agreement, the right of any Option Holder to purchase such Mortgage    
Loan shall be subject and subordinate to the Seller's right to purchase such    
Mortgage Loan as set forth in the immediately preceding sentence. The related   
Seller shall have five (5) Business Days to notify the Trustee or the Special   
Servicer, as applicable, of its intent to so purchase the Mortgage Loan or      
related REO Property from the date that it was notified of such intention to    
exercise such Option or of such offer. The Special Servicer shall be obligated  
to provide the related Seller with any appraisal or other third party reports   
relating to the Mortgaged Property within its possession to enable the related  
Seller to evaluate the related Mortgage Loan or REO Property. Any sale of the   
related Mortgage Loan, or foreclosure upon such Mortgage Loan and sale of the   
related REO Property, to a Person other than the related Seller shall be without
(i) recourse of any kind (either expressed or implied) by such Person against   
the related Seller and (ii) representation or warranty of any kind (either      
expressed or implied) by the related Seller to or for the benefit of such       
Person.                                                                         

            The fact that a Material Document Defect or Material Breach is
not discovered until after foreclosure (but in all instances prior to the sale  
of the related REO Property or Mortgage Loan) shall not prejudice any claim     
against the Seller for repurchase of the REO Mortgage Loan or REO Property. In  
such an event, the Master Servicer shall notify the related Seller of the       
discovery of the Material Document Defect or Material Breach and the related    
Seller shall have 90 days to correct or cure such Material Document Defect or   
Material Breach or purchase the REO Property at the Purchase Price. If the      
related Seller fails to correct or cure the Material Document Defect or Material
Breach or purchase the REO Property, then the provisions above regarding notice 
of offers related to such REO Property and the related Seller's right to        
purchase such REO Property shall apply. After a final liquidation of the        
Mortgage Loan or REO Mortgage Loan, if a court of competent jurisdiction issues 
a final order after the expiration of any applicable appeal period that the     
related Seller is or was obligated to repurchase the related                    

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Mortgage Loan or REO Mortgage Loan (a "Final Judicial Determination") or the    
related Seller otherwise accepts liability, then, but in no event later than the
termination of the Trust pursuant to Section 9.30 hereof, the related Seller    
will be obligated to pay to the Trust the difference between any Liquidation    
Proceeds received upon such liquidation (including those arising from any sale  
to the related Seller) and the Purchase Price.                                  

           Notwithstanding anything to the contrary contained herein, in
connection with any sale or other liquidation of a Mortgage Loan or REO Property
as set forth in this Section 2.3, the Special Servicer shall not receive a      
Liquidation Fee from the applicable Seller (but may collect such Liquidation Fee
from the related Liquidation Proceeds as otherwise provided herein); provided,  
however, that in the event the applicable Seller is obligated to repurchase the 
Mortgage Loan or REO Property after a final liquidation of such Mortgage Loan or
REO Property pursuant to the immediately preceding paragraph, an amount equal to
any Liquidation Fee (calculated on the basis of Liquidation Proceeds) payable to
the Special Servicer shall be included in the definition of "Purchase Price" in 
respect of such Mortgage Loan or REO Property. Except as expressly set forth    
above, no Liquidation Fee shall be payable in connection with a repurchase of a 
Mortgage Loan by a Seller. If any amount is due with respect to the preceding   
sentence for any Joint Mortgage Loan, then each of the applicable Sellers shall 
be required to pay only such party's pro rata share of such amount.             

              In any month in which the related Seller substitutes one or more
Qualifying Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the
Master Servicer will determine the amount (if any) by which the aggregate       
Principal Balance of all such Qualifying Substitute Mortgage Loans as of the    
date of substitution is less than the aggregate Principal Balance of all such   
Deleted Mortgage Loans (in each case after application of scheduled principal   
portion of the monthly payments received in the month of substitution). The     
Depositor shall cause the related Seller to deposit the amount of such shortage 
into the Certificate Account in the month of substitution, without any          
reimbursement thereof. In addition, the Depositor shall cause the related Seller
to deposit into the Certificate Account, together with such shortage, if any, an
amount equal to interest on the Deleted Mortgage Loans at a rate equal to the   
sum of the applicable Mortgage Rate from the Due Date as to which interest was  
last paid up to the Due Date next succeeding such substitution together with the
amount of unreimbursed Servicing Advances, amounts required to be paid to the   
Special Servicer but remaining unpaid or unreimbursed, and interest on          
unreimbursed Advances with respect to such Deleted Mortgage Loans at the Advance
Rate. The Depositor shall cause the related Seller, in the case of the Mortgage 
Loans, to give notice in writing (accompanied by an Officer's Certificate as to 
the calculation of such shortage) to the Trustee, the Paying Agent and the      
Master Servicer of such event which notice shall be accompanied by an Officer's 
Certificate as to the calculation of such shortfall.                            

            If the affected Mortgage Loan is to be repurchased, the Master
Servicer shall designate the Certificate Account as the account to which funds  
in the amount of the Purchase Price are to be wired. Any such purchase of a     
Mortgage Loan shall be on a whole loan, servicing released basis.               

              With respect to any Joint Mortgage Loan, the obligations of each
of the applicable Sellers to repurchase with respect to a Material Document     
Defect or Material Breach with respect to the related Mortgage Loan shall be    
limited to a repurchase with respect to the                                     

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Mortgage Note it sold to the Depositor in accordance with the related Mortgage  
Loan Purchase Agreement. With respect to any Joint Mortgage Loan, any cure by   
either of the applicable Sellers with respect to the Mortgage Note sold to the  
Depositor in accordance with the related Mortgage Loan Purchase Agreement that  
also cures the Material Document Defect or Material Breach with respect to the  
related Mortgage Loan shall satisfy the cure obligations of both Sellers with   
respect to such Mortgage Loan.                                                  

            (b) In connection with any repurchase of or substitution for a
Mortgage Loan contemplated by this Section 2.3, the Trustee, the Master Servicer
and the Special Servicer shall each tender to the related Seller, upon delivery 
to each of them of a receipt executed by such Seller, all portions of the       
Mortgage File and other documents pertaining to such Mortgage Loan possessed by 
it, and each document that constitutes a part of the Mortgage File shall be     
endorsed or assigned to the extent necessary or appropriate to the related      
Seller or its designee in the same manner, and pursuant to appropriate forms of 
assignment, substantially similar to the manner and forms pursuant to which     
documents were previously assigned to the Trustee, but in any event, without    
recourse, representation or warranty; provided that such tender by the Trustee  
shall be conditioned upon its receipt from the Master Servicer of a Request for 
Release. The Master Servicer shall, and is hereby authorized and empowered by   
the Trustee to, prepare, execute and deliver in its own name, on behalf of the  
Certificateholders and the Trustee or any of them, the endorsements and         
assignments contemplated by this Section 2.3, and the Trustee shall execute and 
deliver any powers of attorney necessary to permit the Master Servicer to do so.
The Master Servicer shall, and is also hereby authorized and empowered by the   
Trustee to, reconvey to the related Seller any deposits then held in an Escrow  
Account relating to the Mortgage Loan being repurchased or substituted for. The 
Master Servicer shall indemnify the Trustee for all costs, liabilities and      
expenses (including attorneys' fees) incurred by the Trustee in connection with 
any negligent or intentional misuse of any such powers of attorney by the Master
Servicer.                                                                       

        (c) The Mortgage Loan Purchase Agreements provide the sole
remedies available to the Certificateholders, or the Trustee on behalf of the   
Certificateholders, respecting any Material Document Defect or Material Breach. 
The parties hereunder understand that (i) BSCMI, as Seller under Mortgage Loan  
Purchase Agreement I, will be providing the remedies with respect to the BSCMI  
Loans, (ii) Wells Fargo, as Seller under Mortgage Loan Purchase Agreement II,   
will be providing the remedies with respect to the Wells Fargo Loans, (iii)     
Principal II, as Seller under Mortgage Loan Purchase Agreement III, will be     
providing the remedies with respect to the Principal II Loans and (iv) MSMC, as 
Seller under Mortgage Loan Purchase Agreement IV, will be providing the remedies
with respect to the MSMC Loans.                                                 

     (d) The Trustee or its designee (which, with the Master
Servicer's consent, may be the Master Servicer or which, with the Special       
Servicer's consent, may be the Special Servicer) shall enforce the provisions of
this Section 2.3.                                                               

              Section 2.4 Representations and Warranties. The Depositor hereby
represents and warrants to the Master Servicer, the Special Servicer, the       
Trustee (in its capacity as Trustee of the Trust) and the Paying Agent as of the
Closing Date that:                                                              

        (a) The Depositor is a corporation duly organized, validly
existing and in good standing under the laws governing its creation and         
existence and has full corporate power                                          

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and authority to own its property, to carry on its business as presently        
conducted, to enter into and perform its obligations under this Agreement, and  
to create the trust pursuant hereto;                                            

               (b) The execution and delivery by the Depositor of this Agreement
have been duly authorized by all necessary corporate action on the part of the  
Depositor; neither the execution and delivery of this Agreement, nor the        
consummation of the transactions herein contemplated, nor compliance with the   
provisions hereof, will conflict with or result in a breach of, or constitute a 
default under, (i) any of the provisions of any law, governmental rule,         
regulation, judgment, decree or order binding on the Depositor or its           
properties; (ii) the certificate of incorporation or bylaws of the Depositor; or
(iii) the terms of any indenture or other agreement or instrument to which the  
Depositor is a party or by which it is bound; neither the Depositor nor any of  
its Affiliates is a party to, bound by, or in breach of or violation of any     
indenture or other agreement or instrument, or subject to or in violation of any
statute, order or regulation of any court, regulatory body, administrative      
agency or governmental body having jurisdiction over it, which materially and   
adversely affects or to the best knowledge of the Depositor may in the future   
materially and adversely affect (i) the ability of the Depositor to perform its 
obligations under this Agreement or (ii) the business, operations, financial    
condition, properties or assets of the Depositor;                               

             (c) The execution, delivery and performance by the Depositor of
this Agreement and the consummation of the transactions contemplated hereby do  
not require the consent or approval of, the giving of notice to, the            
registration with, or the taking of any other action in respect of, any state,  
federal or other governmental authority or agency, except such as has been      
obtained, given, effected or taken prior to the date hereof;                    

            (d) This Agreement has been duly executed and delivered by the
Depositor and, assuming due authorization, execution and delivery by the        
Trustee, constitutes a valid and binding obligation of the Depositor enforceable
against it in accordance with its terms;                                        

               (e) There are no actions, suits or proceedings pending or, to the
best of the Depositor's knowledge, threatened or likely to be asserted against  
or affecting the Depositor, before or by any court, administrative agency,      
arbitrator or governmental body (A) with respect to any of the transactions     
contemplated by this Agreement or (B) with respect to any other matter which in 
the judgment of the Depositor will be determined adversely to the Depositor and 
will, if determined adversely to the Depositor, materially and adversely affect 
it or its business, assets, operations or condition, financial or otherwise, or 
adversely affect its ability to perform its obligations under this Agreement;   
and                                                                             

           (f) Immediately prior to the consummation of the transactions
contemplated in this Agreement, the Depositor had good title to and was the sole
owner of each Mortgage Loan free and clear of any and all adverse claims,       
charges or security interests (including liens arising under the federal tax    
laws or the Employee Retirement Income Security Act of 1974, as amended).       

              Section 2.5 Conveyance of Interests. Effective as of the Closing
Date, the Depositor does hereby transfer, assign, set over, deposit with and    
otherwise convey to the Trustee, without recourse, in trust, all the right,     
title and interest of the Depositor in and to (i) the REMIC I Regular Interests 
in exchange for the REMIC II Certificates, (ii) the REMIC II Regular            

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Interests in exchange for the REMIC III Certificates (other than the portion of 
the Class P Certificates representing the right to Excess Interest) and (iii)   
the right to receive Excess Interest in exchange for the Class P Grantor Trust  
Interest.                                                                       

           Section 2.6 Certain Matters Relating to Non-Serviced Mortgage
Loans.                                                                          

             (a) Notwithstanding anything to the contrary in this Agreement,
with respect to each Mortgage Loan that is a Non-Serviced Mortgage Loan, each of
the document delivery requirements set forth herein will be satisfied by the    
delivery by the applicable Seller of copies of each such document specified     
herein (other than the Mortgage Note (and all intervening endorsements)         
evidencing the Mortgage Loan, with respect to which the originals shall be      
required); provided, the document delivery requirements for the Assignment of   
Mortgage, any assignment of Assignment of Leases and any UCC-2 or UCC-3         
financing statement set forth herein will be satisfied by the delivery by the   
applicable Seller of copies of such documents made in favor of the trustee of   
the Non-Serviced Mortgage Loan Pooling and Servicing Agreement.                 

             (b) Promptly following the Closing Date, the Trustee shall send
written notice (substantially in the form of Exhibit DD attached hereto) with   
respect to each Non-Serviced Mortgage Loan, to each of the respective master    
servicer, special servicer and trustee for the related Non-Serviced Mortgage    
Loan Pooling and Servicing Agreement and the other holders of the related       
Non-Serviced Companion Loans, each stating that, among other things, the Trustee
is the holder of the related Non-Serviced Mortgage Loan as of the Closing Date. 

ARTICLE III 
THE CERTIFICATES

Section 3.1 The Certificates.                     

          (a) The Certificates shall be in substantially the forms set
forth in the Exhibits attached hereto, with such appropriate insertions,        
omissions, substitutions and other variations as are required or permitted by   
this Agreement or as may in the reasonable judgment of the Trustee or the       
Depositor be necessary, appropriate or convenient to comply, or facilitate      
compliance, with applicable laws, and may have such letters, numbers or other   
marks of identification and such legends or endorsements placed thereon as may  
be required to comply with the rules of any securities exchange on which any of 
the Certificates may be listed, or as may, consistently herewith, be determined 
by the officers executing such Certificates, as evidenced by their execution    
thereof.                                                                        

        The Definitive Certificates shall be printed, typewritten,
lithographed or engraved or produced by any combination of these methods or may 
be produced in any other manner permitted by the rules of any securities        
exchange on which any of the Certificates may be listed, all as determined by   
the officers executing such Certificates, as evidenced by their execution       
thereof.                                                                        

             (b) The Class A Senior Certificates, the Class A-M Certificates
and the Class A-J Certificates will be issuable in denominations of $25,000     
initial Certificate Balance and in any whole dollar denomination in excess      
thereof. The Class X-1, Class X-2, Class B, Class C,                            

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Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O and Class P Certificates will be issuable in denominations of  
$100,000 initial Certificate Balance or initial Notional Amount (as applicable) 
or in any whole dollar denomination in excess thereof. The Class R-I, Class R-II
and Class R-III Certificates will be issued in minimum Percentage Interests of  
10% and integral multiples of 10% in excess thereof.                            

               (c) Each Certificate shall, on original issue, be executed by the
Certificate Registrar and authenticated by the Authenticating Agent upon the    
order of the Depositor. No Certificate shall be entitled to any benefit under   
this Agreement, or be valid for any purpose, unless there appears on such       
Certificate a certificate of authentication substantially in the form provided  
for herein, executed by an authorized officer of the Authenticating Agent by    
manual signature, and such certification upon any Certificate shall be          
conclusive evidence, and the only evidence, that such Certificate has been duly 
authenticated and delivered hereunder. All Certificates shall be dated the date 
of their authentication. At any time and from time to time after the execution  
and delivery of this Agreement, the Depositor may deliver Certificates to the   
Authenticating Agent for authentication and the Authenticating Agent shall      
authenticate and deliver such Certificates as in this Agreement provided and not
otherwise. In the event that additional Certificates need to be prepared at any 
time subsequent to the Closing Date, the Depositor shall prepare, or cause to be
prepared, deliver, or cause to be delivered, at the Depositor's expense, any    
such additional Certificates. With respect to the Class A Senior, Class X-1,    
Class X-2, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F,   
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class
P Certificates that are issued in book-entry form, on the Closing Date, the     
Authenticating Agent upon the order of the Depositor shall authenticate         
Book-Entry Certificates that are issued to a Clearing Agency or its nominee as  
provided in Section 3.7 against payment of the purchase price thereof. With     
respect to the Class J, Class K, Class L, Class M, Class N, Class O and Class P 
Certificates that are issued in definitive form, on the Closing Date, the       
Authenticating Agent upon the order of the Depositor shall authenticate         
Definitive Certificates that are issued to the registered holder thereof against
payment of the purchase price thereof.                                          

             Section 3.2 Registration. The Paying Agent shall be the initial
Certificate Registrar in respect of the Certificates and the Certificate        
Registrar shall maintain books for the registration and for the transfer of     
Certificates (the "Certificate Register"). The Certificate Registrar may resign 
or be discharged or removed by the Paying Agent or the Certificateholders, and a
new successor may be appointed, in accordance with the procedures and           
requirements set forth in Sections 7.6 and 7.7 hereof with respect to the       
resignation, discharge or removal of the Paying Agent and the appointment of a  
successor Paying Agent. The Certificate Registrar may appoint, by a written     
instrument delivered to the Holders and the Trustee, any trust company to act as
co-registrar under such conditions as the Certificate Registrar may prescribe;  
provided that the Certificate Registrar shall not be relieved of any of its     
duties or responsibilities hereunder by reason of such appointment.             

Section 3.3 Transfer and Exchange of Certificates.

             (a) A Certificate may be transferred by the Holder thereof only
upon presentation and surrender of such Certificate at the Corporate Trust      
Office, duly endorsed or accompanied by a written instrument of transfer duly   
executed by such Holder or such Holder's duly authorized attorney in such form  
as shall be satisfactory to the Certificate Registrar. Upon                     

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the transfer of any Certificate in accordance with the preceding sentence, and  
subject to the restrictions set forth in the other subsections of this Section  
3.3, the Certificate Registrar shall execute, and the Authenticating Agent shall
authenticate and deliver to the transferee, one or more new Certificates of the 
same Class and evidencing, in the aggregate, the same aggregate initial         
Certificate Balance, initial Notional Amount or Percentage Interest, as the case
may be, as the Certificate being transferred. No service charge shall be made to
a Certificateholder for any registration of transfer of Certificates, but the   
Certificate Registrar may require payment of a sum sufficient to cover any tax  
or governmental charge that may be imposed in connection with any registration  
or transfer of Certificates. The Certificate Registrar may decline to accept any
request for a registration of transfer of any Certificate during the period     
beginning five calendar days prior to any Distribution Date.                    

              (b) A Certificate may be exchanged by the Holder thereof for any
number of new Certificates of the same Class, in authorized denominations,      
representing in the aggregate the same initial Certificate Balance, initial     
Notional Amount or Percentage Interest, as the case may be, as the Certificate  
surrendered, upon surrender of the Certificate to be exchanged at the offices of
the Certificate Registrar duly endorsed or accompanied by a written instrument  
of exchange duly executed by such Holder or such Holder's duly authorized       
attorney in such form as is satisfactory to the Certificate Registrar.          
Certificates delivered upon any such exchange will evidence the same            
obligations, and will be entitled to the same rights and privileges, as the     
Certificates surrendered. No service charge shall be made to a Certificateholder
for any exchange of Certificates, but the Certificate Registrar may require     
payment of a sum sufficient to cover any tax or governmental charge that may be 
imposed in connection with any exchange of Certificates. Whenever any           
Certificates are so surrendered for exchange, the Certificate Registrar shall   
execute and the Authenticating Agent shall authenticate, date and deliver the   
Certificates which the Certificateholder making the exchange is entitled to     
receive.                                                                        

       (c) No transfer, sale, pledge or other disposition of any
Non-Registered Certificate or interest therein shall be made unless such        
transfer, sale, pledge or other disposition is exempt from the registration     
and/or qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and 
such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the        
Securities Act (other than in connection with the initial issuance of the       
Certificates or atransfer of such Non-Registered Certificate by the Depositor or
one of its Affiliates), then the Certificate Registrar shall refuse to register 
such transfer unless it receives (and upon receipt, may conclusively rely upon) 
either: (i) a certificate from the Certificateholder desiring to effect such    
transfer substantially in the form attached as Exhibit D-1 hereto and a         
certificate from such Certificateholder's prospective Transferee substantially  
in the form attached either as Exhibit D-2A hereto or as Exhibit D-2B hereto; or
(ii) an Opinion of Counsel satisfactory to the Certificate Registrar to the     
effect that such transfer shall be made without registration under the          
Securities Act, together with the written certification(s) as to the facts      
surrounding such transfer from the Certificateholder desiring to effect such    
transfer and/or such Certificateholder's prospective Transferee on which such   
Opinion of Counsel is based (such Opinion of Counsel shall not be an expense of 
the Trust or of the Depositor, the Master Servicer, the Special Servicer, the   
Paying Agent, the Trustee or the Certificate Registrar in their respective      
capacities as such). If a transfer of any interest in a Non-Registered          
Certificate that constitutes a Book-Entry Certificate is to be made without     
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a                                               

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transfer of any interest in such Non-Registered Certificate by the Depositor or 
any of its Affiliates), then the Certificate Owner desiring to effect such      
transfer shall be required to obtain either (i) a certificate from such         
Certificate Owner's prospective Transferee substantially in the form attached as
Exhibit D-3A hereto or as Exhibit D-3B hereto, or (ii) an Opinion of Counsel to 
the effect that such transfer may be made without registration under the        
Securities Act. None of the Depositor, the Paying Agent, the Trustee, the Master
Servicer, the Special Servicer or the Certificate Registrar is obligated to     
register or qualify any Class of Non-Registered Certificates under the          
Securities Act or any other securities law or to take any action not otherwise  
required under this Agreement to permit the transfer of any Certificate. Any    
Certificateholder or Certificate Owner desiring to effect a transfer of         
Non-Registered Certificates or interests therein shall, and does hereby agree   
to, indemnify the Depositor, each Underwriter, the Trustee, the Master Servicer,
the Special Servicer, the Paying Agent and the Certificate Registrar against any
liability that may result if the transfer is not exempt from such registration  
or qualification or is not made in accordance with such federal and state laws. 

               (d) No transfer of a Non-Investment Grade Certificate or Residual
Certificate or any interest therein shall be made (A) to any employee benefit   
plan or other retirement arrangement, including individual retirement accounts  
and annuities, Keogh plans and collective investment funds and separate accounts
in which such plans, accounts or arrangements are invested, including, without  
limitation, insurance company general accounts, that is subject to Title I of   
ERISA or Section 4975 of the Code or any applicable federal, state or local law 
("Similar Laws") materially similar to the foregoing provisions of ERISA or the 
Code (each, a "Plan"), (B) in book-entry form to an Institutional Accredited    
Investor who is not also a Qualified Institutional Buyer or (C) to any Person   
who is directly or indirectly purchasing such Certificate or interest therein on
behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a     
Plan, unless: (i) in the case of a Non-Investment Grade Certificate that        
constitutes a Book-Entry Certificate and is being sold to a Qualified           
Institutional Buyer, the purchase and holding of such Certificate or interest   
therein qualifies for the exemptive relief available under Sections I and III of
U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60; 
or (ii) in the case of a Non-Investment Grade Certificate held as a Definitive  
Certificate, the prospective Transferee provides the Certificate Registrar with 
a certification of facts and an Opinion of Counsel which establish to the       
satisfaction of the Certificate Registrar that such transfer will not constitute
or result in a non-exempt prohibited transaction under Section 406 of ERISA or  
Section 4975 of the Code or subject the Depositor, the Trustee, the Paying      
Agent, the Master Servicer, the Special Servicer or the Certificate Registrar to
any obligation in addition to those undertaken in this Agreement. Each Person   
who acquires any Non-Investment Grade Certificate or Residual Certificate or    
interest therein (unless it shall have acquired such Certificate or interest    
therein from the Depositor or an Affiliate thereof or unless, in the case of a  
Non-Investment Grade Certificate, it shall have delivered to the Certificate    
Registrar the certification of facts and Opinion of Counsel referred to in      
clause (ii) of the preceding sentence) shall be required to deliver to the      
Certificate Registrar (or, in the case of an interest in a Non-Investment Grade 
Certificate that constitutes a Book-Entry Certificate, to the Certificate Owner 
that is transferring such interest) a certification to the effect that: (i) it  
is neither a Plan nor any Person who is directly or indirectly purchasing such  
Certificate or interest therein on behalf of, as named fiduciary of, as trustee 
of, or with "plan assets" of a Plan; or (ii) that, in the case of a             
Non-Investment Grade Certificate, the purchase and holding of such Certificate  
or interest therein by such person qualifies for the exemptive relief available 
under                                                                           

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Sections I and III of PTCE 95-60 or another exemption from the "prohibited      
transactions" rules under ERISA by the U.S. Department of Labor or similar      
exemption under Similar Laws.                                                   

               (e) Each Person who has or who acquires any Ownership Interest in
a Residual Certificate shall be deemed by the acceptance or acquisition of such 
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Paying Agent under clause (F) below to deliver  
payments to a Person other than such Person and to have irrevocably authorized  
the Certificate Registrar under clause (G) below to negotiate the terms of any  
mandatory sale and to execute all instruments of Transfer and to do all other   
things necessary in connection with any such sale. The rights of such person    
acquiring any Ownership Interest in a Residual Certificate are expressly subject
to the following provisions:                                                    

              (A) (1) Each Person holding or acquiring any Ownership
     Interest in a Residual Certificate shall be a Permitted
          Transferee and a United States Tax Person and shall promptly
         notify the Certificate Registrar of any change or impending
         change in its status as a Permitted Transferee and (2) each
              Person holding or acquiring any Ownership Interest in a Residual
            Certificate shall be a Qualified Institutional Buyer and shall
        promptly notify the Certificate Registrar of any change or
         impending change in its status as a Qualified Institutional
Buyer.                                            

           (B) In connection with any proposed Transfer of any
           Ownership Interest in a Residual Certificate, the Certificate
            Registrar shall require delivery to it, and no Transfer of any
            Residual Certificate shall be registered until the Certificate
             Registrar receives, an affidavit and agreement substantially in
            the form attached hereto as Exhibit E-1 (a "Transfer Affidavit
       and Agreement") from the proposed Transferee, in form and
               substance satisfactory to the Certificate Registrar, representing
           and warranting, among other things, that such Transferee is a
               Permitted Transferee, that it is a Qualified Institutional Buyer,
             that it is not acquiring its Ownership Interest in the Residual
           Certificate that is the subject of the proposed Transfer as a
              nominee, trustee or agent for any Person that is not a Permitted
               Transferee, that for so long as it retains its Ownership Interest
               in a Residual Certificate, it will endeavor to remain a Permitted
             Transferee, that it is a United States Tax Person, that if such
               Transferee is a partnership, trust or disregarded entity for U.S.
       federal income tax purposes, then each Person that may be
             allocated income from a Residual Certificate is a United States
             Tax Person, that it is not a foreign permanent establishment or
         fixed base, within the meaning of any applicable income tax
               treaty, of any United States Tax Person, that it has historically
             paid its debts as they have come due and will continue to do so
            in the future, that it understands that its tax liability with
        respect to the Residual Certificates may exceed cash flows
             thereon and it intends to pay such taxes as they come due, that
   it will not cause income with respect to the Residual
    Certificates to be attributable to a foreign permanent
               establishment or fixed base, within the meaning of any applicable
         income tax treaty, of such proposed Transferee or any other
            United States Tax Person, that it will provide the Certificate
            Registrar with all information necessary to determine that the
            applicable paragraphs of Section 13 of such Transfer Affidavit
              and Agreement are true or that Section 13 is not applicable, and
            that it has reviewed the provisions of this Section 3.3(e) and
agrees to be bound by them.                       

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                    (C) Notwithstanding the delivery of a Transfer Affidavit and
               Agreement by a proposed Transferee under clause (B) above, if the
          Certificate Registrar has actual knowledge that the proposed
         Transferee is not a Permitted Transferee or is not a United
          States Tax Person, no Transfer of an Ownership Interest in a
       Residual Certificate to such proposed Transferee shall be
effected.                                         

                  (D) Each Person holding or acquiring an Ownership Interest
             in a Residual Certificate shall agree (1) to require a Transfer
             Affidavit and Agreement from any prospective Transferee to whom
             such Person attempts to transfer its Ownership Interest in such
        Residual Certificate and (2) not to transfer its Ownership
             Interest in such Residual Certificate unless it provides to the
           Certificate Registrar a certificate substantially in the form
            attached hereto as Exhibit E-2 among other things stating that
              (x) it has conducted a reasonable investigation of the financial
          condition of the proposed Transferee and, as a result of the
        investigation, the Transferor determines that the proposed
             Transferee had historically paid its debts as they came due and
             found no significant evidence that the proposed Transferee will
               not continue to pay its debts as they come due in the future and,
             (y) it has no actual knowledge that such prospective Transferee
               is not a Permitted Transferee, is not a United States Tax Person,
            is a foreign permanent establishment or fixed base, within the
               meaning of any applicable income tax treaty, of any United States
           Tax Person or is a Person with respect to which income on the
         Residual Certificate is attributable to a foreign permanent
               establishment or fixed base, within the meaning of any applicable
income tax treaty.                                

                  (E) Each Person holding or acquiring an Ownership Interest
        in a Residual Certificate that is a "pass-through interest
          holder" within the meaning of temporary Treasury Regulations
             Section 1.67-3T(a)(2)(i)(A) or is holding an Ownership Interest
             in a Residual Certificate on behalf of a "pass-through interest
               holder", by purchasing an Ownership Interest in such Certificate,
            agrees to give the Certificate Registrar written notice of its
       status as such immediately upon holding or acquiring such
Ownership Interest in a Residual Certificate.     

                  (F) If any purported Transferee shall become a Holder of a
         Residual Certificate in violation of the provisions of this
             Section 3.3(e) or if any Holder of a Residual Certificate shall
              lose its status as a Permitted Transferee or a United States Tax
     Person, then the last preceding Holder of such Residual
            Certificate that was in compliance with the provisions of this
               Section 3.3(e) shall be restored, to the extent permitted by law,
            to all rights and obligations as Holder thereof retroactive to
        the date of registration of such Transfer of such Residual
        Certificate. None of the Trustee, the Master Servicer, the
             Special Servicer, the Certificate Registrar or the Paying Agent
             shall be under any liability to any Person for any registration
       of Transfer of a Residual Certificate that is in fact not
             permitted by this Section 3.3(e) or for making any payments due
               on such Certificate to the Holder thereof or for taking any other
             action with respect to such Holder under the provisions of this
Agreement.                                        

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                  (G) If any purported Transferee shall become a Holder of a
           Residual Certificate in violation of the restrictions in this
              Section 3.3(e), or if any Holder of a Residual Certificate shall
              lose its status as a Permitted Transferee or a United States Tax
               Person, and to the extent that the retroactive restoration of the
         rights and obligations of the prior Holder of such Residual
            Certificate as set forth in clause (F) above shall be invalid,
              illegal or unenforceable, then the Trustee shall have the right,
               without notice to the Holder or any prior Holder of such Residual
              Certificate, but not the obligation, to sell or cause to be sold
              such Residual Certificate to a purchaser selected by the Trustee
               on such terms as the Trustee may choose. Such noncomplying Holder
             shall promptly endorse and deliver such Residual Certificate in
            accordance with the instructions of the Certificate Registrar.
           Such purchaser may be the Certificate Registrar itself or any
          Affiliate of the Certificate Registrar. The proceeds of such
         sale, net of the commissions (which may include commissions
               payable to the Certificate Registrar or its Affiliates), expenses
        and taxes due, if any, will be remitted by the Certificate
             Registrar to such noncomplying Holder. The terms and conditions
               of any sale under this clause (G) shall be determined in the sole
          discretion of the Certificate Registrar, and the Certificate
             Registrar shall not be liable to any Person having an Ownership
               Interest in a Residual Certificate as a result of its exercise of
such discretion.                                  

The Master Servicer, on behalf of the Paying Agent, shall make available, upon  
written request from the Paying Agent, to the Internal Revenue Service and those
Persons specified by the REMIC Provisions, all information necessary to compute 
any tax imposed (A) as a result of the Transfer of an Ownership Interest in a   
Residual Certificate to any Person who is not a Permitted Transferee, including 
the information described in Treasury Regulations Sections 1.860D-1(b)(5) and   
1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual         
Certificate and (B) as a result of any regulated investment company, real estate
investment trust, common trust fund, partnership, trust, estate or organization 
described in Section 1381 of the Code that holds an Ownership Interest in a     
Residual Certificate having as among its record holders at any time any Person  
which is not a Permitted Transferee. The Person holding such Ownership Interest 
shall be responsible for the reasonable compensation of the Master Servicer and 
the Paying Agent for providing such information.                                

             The provisions of this Section 3.3(e) may be modified, added to
or eliminated, provided that there shall have been delivered to the Trustee, the
Paying Agent, the Certificate Registrar, the Master Servicer, the Operating     
Adviser and the Depositor the following:                                        

               (A) written notification from each Rating Agency to the
            effect that the modification of, addition to or elimination of
           such provisions will not cause such Rating Agency to qualify,
           downgrade or withdraw its then current rating of any Class of
Certificates; and                                 

        (B) an Opinion of Counsel, in form and substance
            satisfactory to the Trustee, the Certificate Registrar and the
             Depositor, to the effect that such modification of, addition to
              or elimination of such provisions will not cause any of REMIC I,
             REMIC II or REMIC III to (x) cease to qualify as a REMIC or (y)
             be subject to an entity-level tax caused by the Transfer of any
Residual                                          

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             Certificate to a Person which is not a Permitted Transferee, or
        cause a Person other than the prospective Transferee to be
               subject to a tax caused by the Transfer of a Residual Certificate
to a Person which is not a Permitted Transferee.  

        (f) None of the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or the Certificate Registrar shall have any liability 
to the Trust arising from a transfer of any Certificate in reliance upon a      
certification, ruling or Opinion of Counsel described in this Section 3.3;      
provided, however, that the Certificate Registrar shall not register the        
transfer of a Residual Certificate if it has actual knowledge that the proposed 
transferee does not meet the qualifications of a permitted Holder of a Residual 
Certificate as set forth in Section 3.3(e); provided, further, that the         
Certificate Registrar shall not register the transfer of a Noneconomic Residual 
Interest if it shall have received notice that the Transferor has determined, as
a result of the investigation under Section 3.3(e)(D), that the proposed        
Transferee has not paid its debts as they came due or that it will not pay its  
debts as they come due in the future. The Certificate Registrar shall have no   
obligation or duty to monitor, determine or inquire as to compliance with any   
restriction on transfer or exchange of Certificates or any interest therein     
imposed under this Article III or under applicable law other than to require    
delivery of the certifications and/or opinions described in this Article III;   
provided, however, that the Certificate Registrar shall not register the        
transfer of a Residual Certificate if it has actual knowledge that the proposed 
transferee does not meet the qualifications of a permitted Holder of a Residual 
Certificate as set forth in Section 3.3(e). The Certificate Registrar shall have
no liability for transfers (including without limitation transfers made through 
the book-entry facilities of the Depository or between or among Participants or 
Certificate Owners) made in violation of applicable restrictions, provided that 
the Certificate Registrar has satisfied its duties expressly set forth in       
Sections 3.3(c), 3.3(d) and 3.3(e).                                             

              (g) All Certificates surrendered for transfer and exchange shall
be physically cancelled by the Certificate Registrar, and the Certificate       
Registrar shall hold such cancelled Certificates in accordance with its standard
procedures.                                                                     

              (h) The Certificate Registrar shall provide the Master Servicer,
the Special Servicer and the Depositor, upon written request, with an updated   
copy of the Certificate Register within a reasonable period of time following   
receipt of such request.                                                        

              (i) Unless and until it is exchanged in whole for the individual
Certificates represented thereby, a Global Certificate representing all of the  
Certificates of a Class may not be transferred, except as a whole by the        
Depository to a nominee of the Depository or by a nominee of the Depository to  
the Depository or another nominee of the Depository or by the Depository or any 
such nominee to a successor Clearing Agency or a nominee of such successor      
Clearing Agency, and no such transfer to any such other Person may be           
registered; provided that this subsection (i) shall not prohibit any transfer of
a Certificate of a Class that is issued in exchange for a Global Certificate of 
the same Class pursuant to Section 3.9 below. Nothing in this subsection (i)    
shall prohibit or render ineffective any transfer of a beneficial interest in a 
Global Certificate effected in accordance with the other provisions of this     
Section 3.3.                                                                    

               Section 3.4 Mutilated, Destroyed, Lost or Stolen Certificates. If
(A) any mutilated Certificate is surrendered to the Certificate Registrar, or   
the Certificate Registrar receives evidence to its satisfaction of the          
destruction, loss or theft of any Certificate and                               

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(B) except in the case of a mutilated Certificate so surrendered, there is      
delivered to the Certificate Registrar such security or indemnity as may be     
required by it to save it harmless, then, in the absence of notice to the       
Certificate Registrar that such Certificate has been acquired by a bona fide    
purchaser, the Certificate Registrar shall execute, and the Authenticating Agent
shall authenticate and deliver, in exchange for or in lieu of any such          
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like     
tenor and interest in the Trust. In connection with the issuance of any new     
Certificate under this Section 3.4, the Certificate Registrar may require the   
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in relation thereto and any other expenses (including the fees   
and expenses of the Certificate Registrar) connected therewith. Any replacement 
Certificate issued pursuant to this Section 3.4 shall constitute complete and   
indefeasible evidence of ownership in the Trust, as if originally issued,       
whether or not the lost, stolen or destroyed Certificate shall be found at any  
time.                                                                           

           Section 3.5 Persons Deemed Owners. Prior to presentation of a
Certificate for registration of transfer, the Master Servicer, the Special      
Servicer, the Trustee, the Operating Adviser, the Paying Agent and any agent of 
the Master Servicer, the Special Servicer, the Paying Agent, the Trustee or the 
Operating Adviser, may treat the Person in whose name any Certificate is        
registered as of the related Record Date as the owner of such Certificate for   
the purpose of receiving distributions as provided in this Agreement and for all
other purposes whatsoever, and neither the Master Servicer, the Special         
Servicer, the Trustee, the Paying Agent, the Operating Adviser nor any agent of 
the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the 
Operating Adviser shall be affected by any notice to the contrary.              

         Section 3.6 Access to List of Certificateholders' Names and
Addresses. If three or more Certificateholders, a Certificateholder holding all 
the Certificates of any Class of Certificates, the Master Servicer, the Special 
Servicer, the Paying Agent, the Trustee, the Operating Adviser, or the Depositor
(A) request in writing from the Certificate Registrar a list of the names and   
addresses of Certificateholders and (B) in the case of a request by             
Certificateholders, state that such Certificateholders desire to communicate    
with other Certificateholders with respect to their rights under this Agreement 
or under the Certificates, then the Certificate Registrar shall, within ten     
Business Days after the receipt of such request, afford such Certificateholders,
the Master Servicer, the Special Servicer, the Depositor, the Paying Agent, the 
Trustee or the Operating Adviser, as applicable, access during normal business  
hours to a current list of the Certificateholders. The expense of providing any 
such information requested by such Person shall be borne by the party requesting
such information and shall not be borne by the Certificate Registrar or the     
Trustee. Every Certificateholder, by receiving and holding a Certificate, agrees
that the Certificate Registrar and the Trustee shall not be held accountable by 
reason of the disclosure of any such information as to the list of the          
Certificateholders hereunder, regardless of the source from which such          
information was derived.                                                        

Section 3.7 Book-Entry Certificates.              

             (a) The Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4,
Class A-1A, Class A-M, Class A-J, Class X-1, Class X-2, Class B, Class C, Class 
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class O and Class P Certificates, upon original issuance, each shall be      
issued in the form of one or more Certificates representing the Book-Entry      
Certificates, to be delivered to the Certificate Registrar, as custodian for The
Depository Trust Company (the "Depository"), the initial Clearing Agency, by, or
on behalf of,                                                                   

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the Depositor, provided, that any Non-Investment Grade Certificates sold to     
Institutional Accredited Investors that are not Qualified Institutional Buyers  
will be issued as Definitive Certificates. The Certificates shall initially be  
registered on the Certificate Register in the name of Cede & Co., the nominee of
the Depository, as the initial Clearing Agency, and no Certificate Owner will   
receive a definitive certificate representing such Certificate Owner's interest 
in the Certificates, except as provided in Section 3.9. Unless and until        
Definitive Certificates have been issued to the Certificate Owners pursuant to  
Section 3.9:                                                                    

               (i) the provisions of this Section 3.7 shall be in full
force and effect with respect to each such Class;                               

                  (ii) the Depositor, the Master Servicer, the Paying Agent,
the Certificate Registrar and the Trustee may deal with the Clearing Agency for 
all purposes (including the making of distributions on the Certificates) as the 
authorized representative of the Certificate Owners;                            

                   (iii) to the extent that the provisions of this Section 3.7
conflict with any other provisions of this Agreement, the provisions of this    
Section 3.7 shall control with respect to each such Class; and                  

                    (iv) the rights of the Certificate Owners of each such Class
shall be exercised only through the Clearing Agency and the applicable          
Participants and shall be limited to those established by law and agreements    
between such Certificate Owners and the Clearing Agency and/or the Participants.
Pursuant to the Depository Agreement, unless and until Certificates are issued  
pursuant to Section 3.9, the initial Clearing Agency will make book-entry       
transfers among the Participants and receive and transmit distributions of      
principal and interest on the related Certificates to such Participants.        

              (b) For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of the  
Certificates evidencing a specified percentage of the aggregate unpaid principal
amount of Certificates, such direction or consent may be given by the Clearing  
Agency at the direction of Certificate Owners owning Certificates evidencing the
requisite percentage of principal amount of Certificates. The Clearing Agency   
may take conflicting actions with respect to the Certificates to the extent that
such actions are taken on behalf of the Certificate Owners.                     

         (c) The Certificates of each Class (other than the Residual
Certificates) initially sold in reliance on Rule 144A or with respect to the    
Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates   
sold to Institutional Accredited Investors shall be represented by the Rule     
144A-IAI Global Certificate for such Class, which shall be deposited with the   
Certificate Registrar, as custodian for the Depository and registered in the    
name of Cede & Co. as nominee of the Depository. The Class J, Class K, Class L, 
Class M, Class N, Class O and Class P Certificates initially sold to            
Institutional Accredited Investors that are not Qualified Institutional Buyers  
shall be represented by IAI Definitive Certificates for such Class. The         
Certificates evidenced by any Rule 144A-IAI Global Certificate or IAI Definitive
Certificate shall be subject to certain restrictions on transfer as set forth in
Section 3.3 hereof and shall bear legend(s) regarding such restrictions         
described herein.                                                               

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         (d) The Certificates of each Class (other than the Residual
Certificates) initially sold in offshore transactions in reliance on Regulation 
S shall be represented by the Regulation S Temporary Global Certificate for such
Class, which shall be deposited with the Certificate Registrar, as custodian for
the Depository and registered in the name of Cede & Co. as nominee of the       
Depository. Not earlier than the Release Date, beneficial interests in any      
Regulation S Temporary Global Certificate shall be exchangeable for beneficial  
interests in the Regulation S Permanent Global Certificate for such Class.      
Beneficial interests in any Regulation S Temporary Global Certificate may be    
held only through Euroclear Bank or Clearstream Bank; provided, however, that   
such interests may be exchanged for interests in the Rule 144A-IAI Global       
Certificate for such Class in accordance with the certification requirements    
described in Section 3.7(f). The Regulation S Permanent Global Certificates     
shall be deposited with the Certificate Registrar, as custodian for the         
Depository and registered in the name of Cede & Co. as nominee of the           
Depository.                                                                     

    On or prior to the Release Date and on or prior to any
Distribution Date occurring prior to the Release Date, each Certificate Owner of
a Regulation S Temporary Global Certificate that holds a beneficial interest    
therein on the Release Date or on any such Distribution Date, as the case may   
be, must deliver to Euroclear Bank or Clearstream Bank (as applicable) a        
Regulation S Certificate; provided, however, that any Certificate Owner that    
holds a beneficial interest in a Regulation S Temporary Global Certificate on   
the Release Date or on any such Distribution Date that has previously delivered 
a Regulation S Certificate to Euroclear Bank or Clearstream Bank with respect to
its interest therein does not need to deliver any subsequent Regulation S       
Certificate (unless the certificate previously delivered is no longer true as of
such subsequent date, and such Certificate Owner must promptly notify Euroclear 
Bank or Clearstream Bank, as applicable, thereof). Euroclear Bank or Clearstream
Bank, as applicable, shall be required to promptly deliver to the Certificate   
Registrar a certificate substantially in the form of Exhibit I hereto to the    
effect that it has received the requisite Regulation S Certificates for each    
such Class, and no Certificate Owner (or transferee from any such Certificate   
Owner) shall be entitled to receive an interest in the Regulation S Permanent   
Global Certificate for such Class or any payment or principal or interest with  
respect to its interest in such Regulation S Temporary Global Certificate prior 
to the Certificate Registrar receiving such certification from Euroclear Bank or
Clearstream Bank with respect to the portion of the Regulation S Temporary      
Global Certificate owned by such Certificate Owner (and, with respect to an     
interest in the applicable Regulation S Permanent Global Certificate, prior to  
the Release Date). After the Release Date, distributions due with respect to any
beneficial interest in a Regulation S Temporary Global Certificate shall not be 
made to the holders of such beneficial interests unless exchange for a          
beneficial interest in the related Regulation S Permanent Global Certificate is 
improperly withheld or refused. No interest in a Regulation S Global Certificate
may be held by or transferred to a U.S. Person (as defined in Regulation S)     
except for exchanges for a beneficial interest in the Rule 144A-IAI Global      
Certificate for such Class as set forth in Section 3.7(f).                      

        (e) Except in the limited circumstances described below in
Section 3.9, owners of beneficial interests in Global Certificates shall not be 
entitled to receive physical delivery of Definitive Certificates. The           
Certificates are not issuable in bearer form. Upon the issuance of each Global  
Certificate, the Depository or its custodian shall credit, on its internal      
system, the respective principal amount of the individual beneficial interests  
represented by such Global Certificate to the accounts of Persons who have      
accounts with such Depository. Such accounts initially shall be designated by or
on behalf of the Underwriters and Placement Agents.                             

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Ownership of beneficial interests in a Global Certificate shall be limited to   
Customers or Persons who hold interests directly or indirectly through          
Customers. Ownership of beneficial interests in the Global Certificates shall be
shown on, and the transfer of that ownership shall be effected only through,    
records maintained by the Depository or its nominee (with respect to interests  
of Customers) and the records of Customers (with respect to interests of Persons
other than Customers).                                                          

          So long as the Depository, or its nominee, is the registered
holder of a Global Certificate, the Depository or such nominee, as the case may 
be, shall be considered the sole owner and holder of the Certificates           
represented by such Global Certificate for all purposes under this Agreement and
the Certificates, including, without limitation, obtaining consents and waivers 
thereunder, and the Trustee, the Paying Agent and the Certificate Registrar     
shall not be affected by any notice to the contrary. Except under the           
circumstance described in Section 3.9, owners of beneficial interests in a      
Global Certificate will not be entitled to have any portions of such Global     
Certificate registered in their names, will not receive or be entitled to       
receive physical delivery of Definitive Certificates in certificated form and   
shall not be considered the owners or holders of the Global Certificate (or any 
Certificates represented thereby) under this Agreement or the Certificates. In  
addition, no Certificate Owner of an interest in a Global Certificate shall be  
able to transfer that interest except in accordance with the Depository's       
applicable procedures (in addition to those under this Agreement and, if        
applicable, those of Euroclear Bank and Clearstream Bank).                      

    (f) Any holder of an interest in a Regulation S Global
Certificate shall have the right, upon prior written notice to the Certificate  
Registrar, Euroclear Bank or Clearstream Bank, as applicable, and the           
Depository, in the form of an Exchange Certification (substantially in the form 
of Exhibit H attached hereto), to exchange all or a portion of such interest (in
authorized denominations as set forth in Section 3.1(b)) for an equivalent      
interest in the Rule 144A-IAI Global Certificate for such Class in connection   
with a transfer of its interest therein to a transferee that is eligible to hold
an interest in such Rule 144A-IAI Global Certificate as set forth herein;       
provided, however, that no Exchange Certification shall be required if any such 
exchange occurs after the Release Date. Any holder of an interest in the Rule   
144A-IAI Global Certificate shall have the right, upon prior written notice to  
the Certificate Registrar, the Depository and Euroclear Bank or Clearstream     
Bank, as applicable, in the form of an Exchange Certification, to exchange all  
or a portion of such interest (in authorized denominations as set forth in      
Section 3.1(b)) for an equivalent interest in the Regulation S Global           
Certificate for such Class in connection with a transfer of its interest therein
to a transferee that is eligible to hold an interest in such Regulation S Global
Certificate as set forth herein; provided, however, that if such exchange occurs
prior to the Release Date, the transferee shall acquire an interest in a        
Regulation S Temporary Global Certificate only and shall be subject to all of   
the restrictions associated therewith described in Section 3.7(d). Following    
receipt of any Exchange Certification or request for transfer, as applicable, by
the Certificate Registrar: (i) the Certificate Registrar shall endorse the      
schedule to any Global Certificate representing the Certificate or Certificates 
being exchanged to reduce the stated principal amount of such Global Certificate
by the denominations of the Certificate or Certificates for which such exchange 
is to be made, and (ii) the Certificate Registrar shall endorse the schedule to 
any Global Certificate representing the Certificate or Certificates for which   
such exchange is to be made to increase the stated principal amount of such     
Global Certificate by the denominations of the Certificate or Certificates being

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exchanged therefor. The form of the Exchange Certification shall be available   
from the Certificate Registrar.                                                 

              Section 3.8 Notices to Clearing Agency. Whenever notice or other
communication to the Certificateholders is required under this Agreement, unless
and until Definitive Certificates shall have been issued to the related         
Certificateholders pursuant to Section 3.9, the Paying Agent shall give all such
notices and communications specified herein to be given to Holders of the       
Book-Entry Certificates to the Clearing Agency which shall give such notices and
communications to the related Participants in accordance with its applicable    
rules, regulations and procedures.                                              

Section 3.9 Definitive Certificates.              

         (a) Definitive Certificates will be issued to the owners of
beneficial interests in a Global Certificate or their nominees if (i) the       
Clearing Agency notifies the Depositor and the Certificate Registrar in writing 
that the Clearing Agency is unwilling or unable to continue as depositary for   
such Global Certificate and a qualifying successor depositary is not appointed  
by the Depositor within 90 days thereof, (ii) the Trustee has instituted or     
caused to be instituted or has been directed to institute any judicial          
proceeding in a court to enforce the rights of the Certificateholders under this
Agreement and under such Global Certificate and the Trustee has been advised by 
counsel that in connection with such proceeding it is necessary or advisable for
the Trustee or its custodian to obtain possession of such Global Certificate, or
(iii) after the occurrence of an Event of Default, Certificate Owners           
representing a majority in aggregate outstanding Certificate Balance of such    
Global Certificate advise the Clearing Agency through the Participants in       
writing (and the Clearing Agency so advises the Depositor, the Certificate      
Registrar and the Master Servicer in writing) that the continuation in global   
form of the Certificates being evidenced by such Global Certificate is no longer
in their best interests; provided, that under no circumstances will Definitive  
Certificates be issued to Certificate Owners of the Regulation S Temporary      
Global Certificate. Upon notice of the occurrence of any of the events described
in the preceding sentence, the Certificate Registrar shall notify the Clearing  
Agency and request the Clearing Agency to notify all Certificate Owners, through
the applicable Participants, of the occurrence of the event and of the          
availability of Definitive Certificates to such Certificate Owners requesting   
the same. Upon surrender to the Certificate Registrar of the Global Certificates
by the Clearing Agency, accompanied by registration instructions from the       
Clearing Agency for registration, the Certificate Registrar shall execute, and  
the Authenticating Agent shall authenticate and deliver, the Definitive         
Certificates. None of the Depositor, the Trustee, the Paying Agent or the       
Certificate Registrar shall be liable for any delay in delivery of such         
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates, all references 
herein to obligations imposed upon or to be performed by the Clearing Agency    
shall be deemed to be imposed upon and performed by the Certificate Registrar,  
to the extent applicable with respect to such Definitive Certificates, and the  
Certificate Registrar and the Trustee and the Paying Agent shall recognize the  
Holders of Definitive Certificates as Certificateholders hereunder.             

           (b) Distributions of principal and interest on the Definitive
Certificates shall be made by the Paying Agent directly to holders of Definitive
Certificates in accordance with the procedures set forth in this Agreement.     

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ARTICLE IV
ADVANCES

           P&I Advances and Servicing Advances shall be made as provided
herein by the Master Servicer and, if the Master Servicer does not make such    
Advances, by the Trustee except to the extent that the Master Servicer or the   
Trustee, as applicable, determines in accordance with Section 4.4 below, that   
any such Advance would be a Nonrecoverable Advance.                             

Section 4.1 P&I Advances by Master Servicer.      

             (a) On or prior to the Advance Report Date, the Master Servicer
shall notify the Trustee and the Paying Agent if the P&I Advance Amount for such
Distribution Date is greater than zero, and the Master Servicer shall make a P&I
Advance in respect of each applicable Mortgage Loan of such amount no later than
the Master Servicer Remittance Date. It is understood that the obligation of the
Master Servicer to make such P&I Advances is mandatory and shall apply through  
any court appointed stay period or similar payment delay resulting from any     
insolvency of the Mortgagor or related bankruptcy, notwithstanding any other    
provision of this Agreement. Notwithstanding the foregoing, the Master Servicer 
shall not be required to make such P&I Advance, if the Master Servicer          
determines, in accordance with Section 4.4 below, that any such P&I Advance     
would be a Nonrecoverable Advance and shall not make such P&I Advance if such   
P&I Advance if made would be a Nonrecoverable Advance as determined by the      
Special Servicer in accordance with the Servicing Standard, in which event the  
Special Servicer shall promptly direct the Master Servicer not to make such P&I 
Advance. Such determination shall be conclusive and binding on the Trustee and  
the Certificateholders. The Special Servicer shall not make P&I Advances under  
this Agreement. If the Master Servicer fails to make a P&I Advance that it is   
required to make under this Section 4.1, it shall promptly notify the Trustee   
and the Paying Agent of such failure.                                           

               (b) If the Master Servicer determines that there is a P&I Advance
Amount for a Distribution Date, the Master Servicer shall on the related Master 
Servicer Remittance Date either (A) deposit in the Certificate Account an amount
equal to the P&I Advance Amount or (B) utilize funds in the Certificate Account 
being held for future distributions or withdrawals to make such Advance. Any    
funds being held in the Certificate Account for future distribution or          
withdrawal and so used shall be replaced by the Master Servicer from its own    
funds by deposit in the Certificate Account on or before any future Master      
Servicer Remittance Date to the extent that funds in the Certificate Account on 
such Master Servicer Remittance Date shall be less than payments to the Paying  
Agent or other Persons required to be made on such date.                        

             Section 4.1A P&I Advances with Respect to Non-Serviced Mortgage
Loans and Serviced Pari Passu Mortgage Loans.                                   

               With respect to the Non-Serviced Mortgage Loans and Serviced Pari
Passu Mortgage Loans (the "P&I Pari Passu Loans"), the Master Servicer shall    
make its determination that a P&I Advance previously made on any P&I Pari Passu 
Loan is a Nonrecoverable Advance or that any proposed P&I Advance, if made,     
would constitute a Nonrecoverable Advance with respect to such P&I Pari Passu   
Loan in accordance with Section 4.1 independently of any determination made by  
any Other Master Servicer under the related Other Companion Loan Pooling and    
Servicing Agreement in respect of any P&I Pari Passu Loan following deposit of  
the                                                                             

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Non-Serviced Companion Mortgage Loans or Serviced Companion Mortgage Loans into 
a commercial mortgage securitization trust, and the Other Master Servicer shall 
make its own determination that it has made a P&I Advance that is a             
Nonrecoverable Advance (both as defined in the related Other Companion Loan     
Pooling and Servicing Agreement) or that any proposed P&I Advance, if made,     
would constitute a Nonrecoverable Advance (both as defined in the related Other 
Companion Loan Pooling and Servicing Agreement) with respect to the Non-Serviced
Companion Mortgage Loans or Serviced Companion Mortgage Loans, as applicable, in
accordance with the related Other Companion Loan Pooling and Servicing          
Agreement. The determination by either the Master Servicer or the Other Master  
Servicer made on the earlier of (i) the Advance Report Date and (ii) the Other  
Advance Report Date that any such P&I Advance is nonrecoverable shall be binding
on the Other Master Servicer and the Master Servicer, as applicable, the        
Certificateholders and the holders of any securities relating to the            
Non-Serviced Companion Mortgage Loans or Serviced Companion Mortgage Loans, as  
applicable.                                                                     

              The Master Servicer shall not make a P&I Advance with respect to
any P&I Pari Passu Loan after its receipt of notice from the related Other      
Master Servicer that it has determined that it has made a P&I Advance that is a 
Nonrecoverable Advance on the Non-Serviced Companion Mortgage Loans or Serviced 
Companion Mortgage Loans, as applicable, or that any proposed P&I Advance, if   
made, would constitute a Nonrecoverable Advance pursuant to the relevant Other  
Companion Loan Pooling and Servicing Agreement. If the Master Servicer          
determines that a P&I Advance would be (if made), or any outstanding P&I Advance
previously made is, a Nonrecoverable Advance, the Master Servicer shall provide 
the Other Master Servicer written notice of such determination. If the Master   
Servicer receives written notice by the Other Master Servicer that it has       
determined, with respect to any Mortgage Loan, that any proposed future P&I     
Advance would be, or any outstanding P&I Advance is, a Nonrecoverable Advance,  
the Master Servicer shall not make any additional P&I Advances with respect to  
such Mortgage Loan unless the Master Servicer has consulted with the Other      
Master Servicer and they both agree that circumstances with respect to such     
Mortgage Loan have changed such that a proposed future P&I Advance would not be 
a Nonrecoverable Advance. Notwithstanding the foregoing, the Master Servicer    
shall continue to have the discretion provided in this Agreement to determine   
that any future P&I Advance or outstanding P&I Advance would be, or is, as      
applicable, a Nonrecoverable Advance. Once such a determination is made by the  
Master Servicer or the Master Servicer receives written notice of such          
determination by the Other Master Servicer, the Master Servicer shall follow the
process set forth in this paragraph before making any additional P&I Advances   
with respect to such Mortgage Loan.                                             

               Following a securitization of a Serviced Companion Mortgage Loan,
the Master Servicer shall be required to deliver to the related Other Master    
Servicer the following information: (i) any loan related information (in the    
form received), including without limitation CMSA Reports relating to the       
related Serviced Pari Passu Mortgage Loan, applicable to a determination that an
Advance is or would be a Nonrecoverable Advance, within one Business Day of the 
Master Servicer's receipt thereof, (ii) notice of any Servicing Advance it, the 
Trustee makes with respect to the related Serviced Pari Passu Mortgage Loan     
within one Business Day of the making of such Advance and (iii) notice of any   
determination that any Servicing Advance is a Nonrecoverable Advance within one 
Business Day thereof.                                                           

             Section 4.2 Servicing Advances. The Master Servicer and, if the
Master Servicer does not, the Trustee to the extent the Trustee receives written
notice from the Paying                                                          

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Agent that such Advance has not been made by the Master Servicer shall make     
Servicing Advances to the extent provided in this Agreement, except to the      
extent that the Master Servicer or the Trustee as applicable, determines in     
accordance with Section 4.4 below, that any such Advance would be a             
Nonrecoverable Advance and, subject to the last sentence of this Section 4.2,   
except to the extent the Special Servicer determines in accordance with the     
Servicing Standard and Section 4.4 that such Advance, if made, would be a       
Nonrecoverable Advance, in which event the Special Servicer shall promptly      
direct the Master Servicer not to make such Advance. Such determination by the  
Master Servicer or the Special Servicer shall be conclusive and binding on the  
Trustee and the Certificateholders and, in the case of any B Note, the holder of
the related B Note and, in the case of any Serviced Pari Passu Mortgage Loan,   
the holder of the related Serviced Companion Mortgage Loan. The Special Servicer
shall not be required to make Servicing Advances under this Agreement but may   
make such Servicing Advances at its option in which event the Master Servicer   
shall reimburse the Special Servicer for such Servicing Advance within 30 days  
of receipt of a statement therefor. Promptly after discovering that the Master  
Servicer has failed to make a Servicing Advance that the Master Servicer is     
required to make hereunder, the Paying Agent shall promptly notify the Trustee  
in writing of the failure by the Master Servicer to make such Servicing Advance.
The Master Servicer may make Servicing Advances in its own discretion if it     
determines that making such Servicing Advance is in the best interest of the    
Certificateholders, even if the Master Servicer or the Special Servicer has     
determined, in accordance with Section 4.4 below, that any such Advance would be
a Nonrecoverable Advance.                                                       

          The applicable Non-Serviced Mortgage Loan Master Servicer is
obligated to make Servicing Advances pursuant to the related Non-Serviced       
Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced  
Mortgage Loan, and the Master Servicer shall have no obligation or authority to 
make Servicing Advances with respect to such Mortgage Loan.                     

Section 4.3 Advances by the Trustee.              

            (a) To the extent that the Master Servicer fails to make a P&I
Advance with respect to a Mortgage Loan by the Master Servicer Remittance Date  
(other than a P&I Advance that the Master Servicer or the Special Servicer      
determines is a Nonrecoverable Advance), the Trustee shall make such P&I Advance
with respect to such Mortgage Loan to the extent the Trustee receives written   
notice from the Paying Agent not later than 10:00 a.m. (New York City time) on  
the Distribution Date that such Advance has not been made by the Master Servicer
on the Master Servicer Remittance Date unless the Trustee determines that such  
P&I Advance, if made, would be a Nonrecoverable Advance. The Paying Agent shall 
notify the Trustee in writing as soon as practicable, but not later than 10:00  
a.m. (New York City time) on the Distribution Date if the Master Servicer has   
failed to make a P&I Advance.                                                   

        (b) To the extent that the Master Servicer fails to make a
Servicing Advance by the date such Servicing Advance is required to be made     
(other than a Servicing Advance that the Master Servicer determines is a        
Nonrecoverable Advance), and a Responsible Officer of the Trustee receives      
actual notice thereof, the Trustee shall make such Servicing Advance promptly,  
but in any event, not later than five Business Days after notice thereof in     
accordance with Section 4.2, unless the Trustee determines that such Servicing  
Advance, if made, would be a Nonrecoverable Advance.                            

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Section 4.4 Evidence of Nonrecoverability.        

              (a) If the Master Servicer or the Special Servicer determines at
any time, in its sole discretion, exercised in good faith, that any Advance     
previously made (or Unliquidated Advance in respect thereof) or any proposed    
Advance, if made, would constitute a Nonrecoverable Advance, such determination 
shall be evidenced by an Officer's Certificate delivered to the Trustee, the    
Master Servicer, the Paying Agent, the Special Servicer, the Operating Adviser  
and the Rating Agencies (and the holder of the Serviced Companion Mortgage Loan 
if the Advance relates to a Loan Pair) by the Business Day prior to the         
Distribution Date. Such Officer's Certificate shall set forth the reasons for   
such determination of nonrecoverability, together with, to the extent such      
information, report or document is in the Master Servicer's or Special          
Servicer's possession, any related financial information such as related income 
and expense statements, rent rolls, occupancy status, property inspections and  
any Appraisals performed within the last 12 months on the Mortgaged Property,   
and, if such reports are used by the Master Servicer or the Special Servicer, as
applicable, to determine that any P&I Advance or Servicing Advance, as          
applicable, would be a Nonrecoverable Advance, any engineers' reports,          
environmental surveys, internal final valuations or other information relevant  
thereto which support such determination. If the Trustee determines at any time 
that any portion of an Advance previously made or a portion of a proposed       
Advance that the Trustee is required to make pursuant to this Agreement, if     
made, would constitute a Nonrecoverable Advance, such determination shall be    
evidenced by an Officer's Certificate of a Responsible Officer of the Trustee   
delivered to the Depositor, the Master Servicer, the Special Servicer, the      
Paying Agent and the Operating Adviser similar to the Officer's Certificate of  
the Master Servicer or the Special Servicer described in the prior sentence. If 
the Special Servicer determines at any time that any portion of an Advance      
previously made would constitute a Nonrecoverable Advance, such determination   
shall be evidenced by an Officer's Certificate of a Responsible Officer of the  
Special Servicer, delivered to the Depositor, the Master Servicer, the Trustee, 
the Paying Agent and the Operating Adviser similar to the Officer's Certificate 
of the Master Servicer described above. The Trustee shall not be required to    
make an Advance that the Master Servicer or the Special Servicer (or with       
respect to a Mortgage Loan included in a Loan Pair or any Non-Serviced Mortgage 
Loan, the related Other Master Servicer) has previously determined to be a      
Nonrecoverable Advance. Notwithstanding any other provision of this Agreement,  
none of the Master Servicer, the Special Servicer or the Trustee shall be       
obligated to, nor shall it, make any Advance or make any payment that is        
designated in this Agreement to be an Advance, if it determines, with regard to 
the Trustee, in its good faith business judgment or, with respect to the Master 
Servicer or Special Servicer, in accordance with the Servicing Standard that    
such Advance or such payment (including interest accrued thereon at the Advance 
Rate) would be a Nonrecoverable Advance. The Master Servicer's and Special      
Servicer's determinations in accordance with the above provisions shall be      
conclusive and binding on the Trustee, the Paying Agent and the                 
Certificateholders. The Master Servicer shall consider Unliquidated Advances in 
respect of prior P&I Advances and Servicing Advances as outstanding Advances for
purposes of nonrecoverablility determinations as if such Unliquidated Advance   
were a P&I Advance or Servicing Advance, as applicable.                         

              (b) Any Non-Serviced Mortgage Loan Master Servicer, Non-Serviced
Mortgage Loan Trustee or Non-Serviced Mortgage Loan Fiscal Agent, as applicable,
shall be entitled to reimbursement for Pari Passu Loan Nonrecoverable Advances  
pursuant to and to the extent set forth in the related Non-Serviced Mortgage    
Loan Intercreditor Agreement (with, in                                          

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each case, any accrued and unpaid interest thereon provided for under the       
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement) in the      
manner set forth in Section 5.2.                                                

          Section 4.5 Interest on Advances; Calculation of Outstanding
Advances with Respect to a Mortgage Loan. Any unreimbursed Advance funded from  
the Master Servicer's, the Special Servicer's or the Trustee's own funds shall  
accrue interest on a daily basis, at a per annum rate equal to the Advance Rate,
from and including the date such Advance was made to but not including the date 
on which such Advance has been reimbursed; provided, however, that neither the  
Master Servicer nor any other party shall be entitled to interest accrued on the
amount of any P&I Advance with respect to any Mortgage Loan or any B Note for   
the period commencing on the date of such P&I Advance and ending on the day on  
which the grace period applicable to the related Mortgagor's obligation to make 
the related Scheduled Payment expires pursuant to the related Mortgage Loan or B
Note documents. All Late Collections on any Non-Serviced Mortgage Loan in       
respect of interest shall, promptly following receipt thereof, be applied by the
Master Servicer to reimburse the interest component of any P&I Advance          
outstanding with respect to such Non-Serviced Mortgage Loan. Any party that     
makes a P&I Advance with respect to any Non-Serviced Mortgage Loan shall provide
to the applicable Non-Serviced Mortgage Loan Master Servicer monthly, at least  
two Business Days prior to the next succeeding Due Date for such Non-Serviced   
Mortgage Loan, written notice of whether (and, if any, how much) Advance        
Interest will be payable on the interest component of that P&I Advance through  
the next succeeding related Master Servicer Remittance Date. For purposes of    
determining whether a P&I Advance is outstanding, amounts collected with respect
to a particular Mortgage Loan, B Note or REO Property and treated as collections
of principal or interest shall be applied first to reimburse the earliest P&I   
Advance, and then each succeeding P&I Advance to the extent not inconsistent    
with Section 4.6. The Master Servicer shall use efforts consistent with the     
Servicing Standard to collect (but shall have no further obligation to collect),
with respect to the Mortgage Loans (and the Serviced Companion Mortgage Loans)  
that are not Specially Serviced Mortgage Loans, Late Fees and default interest  
from the Mortgagor in an amount sufficient to pay Advance Interest. The Master  
Servicer shall be entitled to retain Late Fees and default interest paid by any 
Mortgagor during a Collection Period with respect to any Mortgage Loan (other   
than the portion of such Late Fee and default interest that relates to the      
period commencing after the Servicing Transfer Event in respect of a Specially  
Serviced Mortgage Loan, as to which the Special Servicer shall retain Late Fees 
and default interest with respect to such Specially Serviced Mortgage Loan,     
subject to the offsets set forth below) as additional servicing compensation    
only to the extent such Late Fees and default interest exceed Advance Interest  
on a "pool basis" for all Mortgage Loans other than Specially Serviced Mortgage 
Loans. The Special Servicer, with respect to any Specially Serviced Mortgage    
Loan, shall (i) pay from any Late Fees and default interest collected from such 
Specially Serviced Mortgage Loan (a) any outstanding and unpaid Advance Interest
in respect of such Specially Serviced Mortgage Loan to the Master Servicer or   
the Trustee, as applicable and (b) to the Trust, any losses previously incurred 
by the Trust with respect to such Specially Serviced Mortgage Loan and (ii)     
retain any remaining portion of such Late Fees and default interest as          
additional Special Servicer Compensation.                                       

         Section 4.6 Reimbursement of Advances and Advance Interest.

            (a) Advances made with respect to each Mortgage Loan, Serviced
Companion Mortgage Loan, B Note, Specially Serviced Mortgage Loan or REO        
Property (including                                                             

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Advances later determined to be Nonrecoverable Advances) and Advance Interest   
thereon shall be reimbursed to the extent of the amounts identified to be       
applied therefor in Section 5.2. The aggregate of the amounts available to repay
Advances and Advance Interest thereon pursuant to Section 5.2 collected in any  
Collection Period with respect to Mortgage Loans, any Serviced Companion        
Mortgage Loan or any B Note or Specially Serviced Mortgage Loans or REO Property
shall be an "Available Advance Reimbursement Amount."                           

            (b) To the extent that Advances have been made on the Mortgage
Loans, any Serviced Companion Mortgage Loan, any B Note, any Specially Serviced 
Mortgage Loans or any REO Mortgage Loans, the Available Advance Reimbursement   
Amount with respect to any Determination Date shall be applied to reimburse (i) 
the Trustee for any Advances outstanding to the Trustee with respect to any of  
such Mortgage Loans, Serviced Companion Mortgage Loan, B Note, Specially        
Serviced Mortgage Loans or REO Mortgage Loans, plus any Advance Interest owed to
the Trustee with respect to such Advances and then (ii) the Master Servicer for 
any Advances outstanding to the Master Servicer with respect to any of such     
Mortgage Loans, Serviced Companion Mortgage Loan, B Note, Specially Serviced    
Mortgage Loans or REO Mortgage Loans, plus any Advance Interest owed to the     
Master Servicer with respect to such Advances and then (iii) the Special        
Servicer for any Advances outstanding to the Special Servicer with respect to   
any of such Mortgage Loans, Serviced Companion Mortgage Loan, B Note, Specially 
Serviced Mortgage Loans or REO Mortgage Loans, plus any Advance Interest owed to
the Special Servicer with respect to such Advances. To the extent that any      
Advance Interest payable to the Master Servicer, the Special Servicer, the      
Trustee with respect to a Specially Serviced Mortgage Loan or REO Mortgage Loan 
cannot be recovered from the related Mortgagor, the amount of such Advance      
Interest shall be payable to the Trustee, the Special Servicer or the Master    
Servicer, as the case may be, from amounts on deposit in the Certificate Account
(or sub-account thereof) or the Distribution Account, to the extent of amounts  
identified to be applied therefor, pursuant to Section 5.2(a) or Section        
5.3(b)(ii). The Master Servicer's, the Special Servicer's and the Trustee's     
right of reimbursement under this Agreement for Advances shall be prior to the  
rights of the Certificateholders (and, in the case of a Serviced Companion      
Mortgage Loan, the holder thereof and, in the case of a B Note, the holder      
thereof) to receive any amounts recovered with respect to such Mortgage Loans,  
Serviced Companion Mortgage Loans, B Notes or REO Mortgage Loans.               

          (c) Advance Interest will be paid to the Trustee, the Master
Servicer and/or the Special Servicer (in accordance with the priorities         
specified in the preceding paragraph) first, from Late Fees and default interest
collected from the Mortgage Loans during the Collection Period during which the 
related Advance is reimbursed, and then from Excess Liquidation Proceeds then   
available prior to payment from any other amounts. Late Fees and default        
interest will be applied on a "pool basis" for non-Specially Serviced Mortgage  
Loans and on a "loan-by-loan basis" (under which Late Fees and default interest 
will be offset against the Advance Interest arising only from that particular   
Specially Serviced Mortgage Loan) for Specially Serviced Mortgage Loans, as the 
case may be, to the payment of Advance Interest on all Advances on such         
non-Specially Serviced Mortgage Loans or such Specially Serviced Mortgage Loans,
as the case may be, then being reimbursed. Advance Interest payable to the      
Master Servicer, the Special Servicer or the Trustee in respect of Servicing    
Advances on any Loan Pair shall be allocated to the Serviced Pari Passu Mortgage
Loan and the Serviced Companion Mortgage Loan on a pro rata basis based upon the
Principal Balance thereof.                                                      

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              (d) Amounts applied to reimburse Advances shall first be applied
to reduce Advance Interest thereon that was not paid from amounts specified in  
the preceding paragraph (c) and then to reduce the outstanding amount of such   
Advances.                                                                       

              (e) To the extent that the Special Servicer incurs out-of-pocket
expenses, in accordance with the Servicing Standard, in connection with         
servicing Specially Serviced Mortgage Loans, the Master Servicer shall reimburse
the Special Servicer for such expenditures within 30 days after receiving an    
invoice and a report from the Special Servicer, subject to Section 4.4. With    
respect to each Collection Period, the Special Servicer shall deliver such      
invoice and report to the Master Servicer by the following Determination Date.  
All such amounts reimbursed by the Master Servicer shall be a Servicing Advance,
subject to Section 4.4. In the event that the Master Servicer fails to reimburse
the Special Servicer hereunder or the Master Servicer determines that such      
Servicing Advance was or, if made, would be a Nonrecoverable Advance and the    
Master Servicer does not make such payment, the Special Servicer shall notify   
the Master Servicer and the Paying Agent in writing of such nonpayment and the  
amount payable to the Special Servicer and shall be entitled to receive         
reimbursement from the Trust as an Additional Trust Expense. The Master         
Servicer, the Paying Agent and the Trustee shall have no obligation to verify   
the amount payable to the Special Servicer pursuant to this Section 4.6(e) and  
circumstances surrounding the notice delivered by the Special Servicer pursuant 
to this Section 4.6(e).                                                         

ARTICLE V 
 ADMINISTRATION OF THE TRUST

Section 5.1 Collections.                          

            (a) On or prior to the Closing Date, the Master Servicer shall
open, or cause to be opened, and shall thereafter maintain, or cause to be      
maintained, a separate account or accounts, which accounts must be Eligible     
Accounts, in the name of "Wells Fargo Bank, National Association, as Master     
Servicer for LaSalle Bank National Association, as Trustee for the Holders of   
Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage           
Pass-Through Certificates, Series 2007-TOP26" (the "Certificate Account"). On or
prior to the Closing Date, the Master Servicer shall open, or cause to be       
opened, and shall maintain, or cause to be maintained an additional separate    
account or accounts in the name of "Wells Fargo Bank, National Association, as  
Master Servicer for LaSalle Bank National Association, as Trustee for the       
Holders of Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, Series 2007-TOP26" (the "Interest Reserve Account"). 

         (b) On or prior to the date the Master Servicer shall first
deposit funds in a Certificate Account or the Interest Reserve Account, as the  
case may be, the Master Servicer shall give to the Paying Agent and the Trustee 
prior written notice of the name and address of the depository institution(s) at
which such accounts are maintained and the account number of such accounts. The 
Master Servicer shall take such actions as are necessary to cause the depository
institution holding the Certificate Account and the Interest Reserve Account to 
hold such account in the name of the Master Servicer as provided in Section     
5.1(a), subject to the Master Servicer's (or its Primary Servicer's or its      
Sub-Servicer's) right to direct payments and investments and its rights of      
withdrawal under this Agreement.                                                

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            (c) On the Closing Date, the Master Servicer shall deposit the
Initial Deposit delivered to it by the Depositor on that date into the          
Certificate Account. The Master Servicer shall deposit, or cause to be          
deposited, into the Certificate Account on the Business Day following receipt   
(or, in the case of an inadvertent failure to make such deposit on the Business 
Day following receipt, within 3 Business Days of discovery of such failure and  
in the case of unscheduled remittances of principal or interest, on the Business
Day following identification of the proper application of such amounts), the    
following amounts received by it (including amounts remitted to the Master      
Servicer by the Special Servicer from an REO Account pursuant to Section 9.14), 
other than in respect of interest and principal on the Mortgage Loans, any      
Serviced Companion Mortgage Loan or any B Note due on or before the Cut-Off Date
which shall be remitted to the Depositor (provided that the Master Servicer (I) 
may retain amounts otherwise payable to the Master Servicer as provided in      
Section 5.2(a) rather than deposit them into the Certificate Account, (II)      
shall, rather than deposit them in the Certificate Account, directly remit to   
the Primary Servicer the Primary Servicing Fees payable as provided in Section  
5.2(a)(iv)(unless already retained by the Primary Servicer), and (III) shall,   
rather than deposit them in the Certificate Account, directly remit the Excess  
Servicing Fees to the holders thereof as provided in Section 5.2(a)(iv))(unless 
already retained by the applicable holder of the excess servicing rights)):     

            (A) Principal: all payments on account of principal,
         including Principal Prepayments, the principal component of
              Scheduled Payments, and any Late Collections in respect thereof,
             on the Mortgage Loans, any Serviced Companion Mortgage Loan and
any B Note;                                       

                    (B) Interest: subject to subsection (d) hereof, all payments
        on account of interest on the Mortgage Loans, any Serviced
              Companion Mortgage Loan and any B Note (minus any portion of any
               such payment that is allocable to the period prior to the Cut-Off
         Date which shall be remitted to the Depositor and excluding
              Interest Reserve Amounts to be deposited in the Interest Reserve
Account pursuant to Section 5.1(d) below);        

               (C) Liquidation Proceeds: all Liquidation Proceeds with
            respect to the Mortgage Loans, any Serviced Companion Mortgage
Loan and any B Note;                              

                 (D) Insurance Proceeds: all Insurance Proceeds other than
        proceeds to be applied to the restoration or repair of the
         property subject to the related Mortgage or released to the
          related Mortgagor in accordance with the Servicing Standard,
              which proceeds shall be deposited by the Master Servicer into an
          Escrow Account and not deposited in the Certificate Account;

                  (E) Condemnation Proceeds: all Condemnation Proceeds other
             than proceeds to be applied to the restoration or repair of the
         property subject to the related Mortgage or released to the
          related Mortgagor in accordance with the Servicing Standard,
              which proceeds shall be deposited by the Master Servicer into an
          Escrow Account and not deposited in the Certificate Account;

                (F) REO Income: all REO Income received from the Special
Servicer;                                         

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                   (G) Investment Losses: any amounts required to be deposited
             by the Master Servicer pursuant to Section 5.1(e) in connection
          with losses realized on Eligible Investments with respect to
              funds held in the Certificate Account and amounts required to be
              deposited by the Special Servicer pursuant to Section 9.14(b) in
          connection with losses realized on Eligible Investments with
respect to funds held in the REO Account;         

                  (H) Advances: all P&I Advances unless made directly to the
Distribution Account;                             

                    (I) Other: all other amounts, including Prepayment Premiums,
             required to be deposited in the Certificate Account pursuant to
               this Agreement, including Purchase Proceeds of any Mortgage Loans
               repurchased by a Seller or substitution shortfall amounts (as set
              forth in the fifth paragraph of Section 2.3(a)) paid by a Seller
              in connection with the substitution of any Qualifying Substitute
               Mortgage Loans, payments or recoveries in respect of Unliquidated
         Advances or in respect of Nonrecoverable Advances paid from
         principal collections on the Mortgage Loan pursuant Section
        5.2(a)(II), any other amounts received with respect to any
              Serviced Companion Mortgage Loan and with respect to any B Note,
          all other amounts received pursuant to the cure and purchase
             rights set forth in the applicable Intercreditor Agreement; and

                    (J) to the extent not otherwise set forth above, all amounts
            received from each Non-Serviced Mortgage Loan Master Servicer,
         Non-Serviced Mortgage Loan Special Servicer or Non-Serviced
        Mortgage Loan Trustee pursuant to the related Non-Serviced
            Mortgage Loan Pooling and Servicing Agreement and Non-Serviced
Mortgage Loan Intercreditor Agreement.            

              With respect to any A/B Mortgage Loan, the Master Servicer shall
establish and maintain one or more sub-accounts of the Certificate Account (each
an "A/B Loan Custodial Account") into which the Master Servicer shall deposit   
any amounts described above that are required to be paid to the holder of the   
related B Note pursuant to the terms of the related Intercreditor Agreement, in 
each case on the same day as the deposit thereof into the Certificate Account.  
Any A/B Loan Custodial Account shall be held in trust for the benefit of the    
holder of the related B Note and shall not be part of any REMIC Pool.           

      With respect to any Loan Pair, the Master Servicer shall
establish and maintain one or more sub-accounts of the Certificate Account      
(each, a "Serviced Companion Mortgage Loan Custodial Account") into which the   
Master Servicer shall deposit any amounts described above that are required to  
be paid to the holder of the related Serviced Companion Mortgage Loan pursuant  
to the terms of the related Loan Pair Intercreditor Agreement (or with respect  
to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.31 
hereof, the applicable Mortgage Loan documents), in each case on the same day as
the deposit thereof into the Certificate Account. Each Serviced Companion       
Mortgage Loan Custodial Account shall be held in trust for the benefit of the   
holder of the related Serviced Companion Mortgage Loan and shall not be part of 
any REMIC Pool.                                                                 

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         Remittances from any REO Account to the Master Servicer for
deposit in the Certificate Account shall be made by the Special Servicer no     
later than the Special Servicer Remittance Date.                                

             (d) The Master Servicer, with respect to each Distribution Date
occurring in January (other than in any leap year) and February of each year,   
shall deposit in the Interest Reserve Account in respect of each Interest       
Reserve Loan, an amount equal to one day's interest at the related REMIC I Net  
Mortgage Rate (without any conversion to a 30/360 basis as provided in the      
definition thereof) on the Scheduled Principal Balance of such Mortgage Loan as 
of the Due Date in the month in which such Distribution Date occurs, to the     
extent a Scheduled Payment or P&I Advance is timely made in respect thereof for 
such Due Date (all amounts so deposited in any consecutive January and February 
in respect of each Interest Reserve Loan, the "Interest Reserve Amount"). For   
purposes of determining amounts to be deposited into the Interest Reserve       
Account, the REMIC I Net Mortgage Rate used in this calculation for those months
will be calculated without regard to any adjustment for Interest Reserve Amounts
or the interest accrual basis as set forth in the proviso to the definition of  
"REMIC I Net Mortgage Rate."                                                    

          (e) Funds in the Certificate Account (including any A/B Loan
Custodial Accounts and Serviced Companion Mortgage Loan Custodial Accounts) and 
Interest Reserve Account may be invested and, if invested, shall be invested by,
and at the risk of, the Master Servicer in Eligible Investments selected by the 
Master Servicer which shall mature, unless payable on demand, not later than the
Business Day immediately preceding the next Master Servicer Remittance Date, and
any such Eligible Investment shall not be sold or disposed of prior to its      
maturity unless payable on demand. All such Eligible Investments shall be made  
in the name of "LaSalle Bank National Association, as Trustee for the Holders of
the Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage       
Pass-Through Certificates, Series 2007-TOP26 and the holder of any related      
Serviced Companion Mortgage Loan or B Note as their interests may appear." None 
of the Depositor, the Mortgagors, the Paying Agent or the Trustee shall be      
liable for any loss incurred on such Eligible Investments.                      

           An amount equal to all income and gain realized from any such
investment shall be paid to the Master Servicer as additional servicing         
compensation and shall be subject to its withdrawal at any time from time to    
time. The amount of any losses incurred in respect of any such investments shall
be for the account of the Master Servicer which shall deposit the amount of such
loss (to the extent not offset by income from other investments) in the         
Certificate Account (and, solely to the extent that the loss is of an amount    
credited to an A/B Loan Custodial Account or Serviced Companion Mortgage Loan   
Custodial Account, deposit to the related A/B Loan Custodial Account or Serviced
Companion Mortgage Loan Custodial Account, as the case may be) or Interest      
Reserve Account, as the case may be, out of its own funds immediately as        
realized; provided that, such investment losses shall not include any loss with 
respect to such investment which is incurred solely as a result of the          
insolvency of the federal or state chartered depositary institution or trust    
company at which such Investment Account is maintained, so long as such         
depositary institution or trust company (a) satisfied the qualifications set    
forth in the definition of "Eligible Account" both at the time such investment  
was made and as of a date not more than 30 days prior to the date of such loss  
and (b) is not the Person that made the relevant investment. If the Master      
Servicer deposits in or transfers to the Certificate Account, any A/B Loan      
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Interest Reserve Account, as the case may be, any amount not required to be     
deposited therein or transferred thereto, it may at any time withdraw such      
amount or retransfer such amount from the Certificate Account, such A/B Loan    
Custodial Account, such Serviced Companion Mortgage Loan Custodial Account or   
the Interest Reserve Account, as the case may be, any provision herein to the   
contrary notwithstanding.                                                       

              (f) Except as expressly provided otherwise in this Agreement, if
any default occurs in the making of a payment due under any Eligible Investment,
or if a default occurs in any other performance required under any Eligible     
Investment, the Paying Agent on behalf of and at the direction of the Trustee   
may take such action as may be appropriate to enforce such payment or           
performance, including the institution and prosecution of appropriate           
proceedings; provided, however, that if the Master Servicer shall have deposited
in the Certificate Account, the related Serviced Companion Mortgage Loan        
Custodial Account, the related A/B Loan Custodial Account or the Interest       
Reserve Account, as applicable, an amount equal to all amounts due under any    
such Eligible Investment (net of anticipated income or earnings thereon that    
would have been payable to the Master Servicer as additional servicing          
compensation) the Master Servicer shall have the sole right to enforce such     
payment or performance.                                                         

              (g) Certain of the Mortgage Loans may provide for payment by the
Mortgagor to the Master Servicer of amounts to be used for payment of Escrow    
Amounts for the account of the Mortgagor. The Master Servicer shall deal with   
these amounts in accordance with the Servicing Standard, the terms of the       
related Mortgage Loans and Section 8.3(e) hereof, and the Primary Servicer will 
be entitled to hold any Escrow Accounts relating to the Mortgage Loans that it  
services in accordance with the requirements set forth in Section 8.3(e). Within
20 days following the first anniversary of the Closing Date, the Master Servicer
shall deliver to the Trustee, the Paying Agent and the Operating Adviser for    
each Mortgage Loan set forth on Schedule VII hereto, a brief statement as to the
status of the work or project based on the most recent information provided by  
the Mortgagor. Schedule VII sets forth those Mortgage Loans as to which an      
upfront reserve was collected at closing in an amount in excess of $75,000 with 
respect to specific immediate engineering work, completion of additional        
construction, environmental remediation or similar one-time projects (but not   
with respect to escrow accounts maintained for ongoing obligations, such as real
estate taxes, insurance premiums, ongoing property maintenance, replacements and
capital improvements or debt service). If the work or project is not completed  
in accordance with the requirements of the escrow, the Master Servicer and the  
Special Servicer (which shall itself consult with the Operating Adviser) will   
consult with each other as to whether there exists a material default under the 
underlying Mortgage Loan documents.                                             

             (h) In the case of the Mortgage Loans set forth on Schedule XI,
as to which the Scheduled Payment is due in a calendar month on a Due Date      
(including any grace period) that may occur after the end of the Collection     
Period ending in such calendar month, the Master Servicer shall, unless the     
Scheduled Payment is received before the end of such Collection Period, make a  
P&I Advance by deposit to the Certificate Account on the Master Servicer        
Remittance Date in an amount equal to the Scheduled Payment or the Assumed      
Scheduled Payment, as applicable, and for purposes of the definition of         
"Available Distribution Amount" and "Principal Distribution Amount," such       
Scheduled Payment or Assumed Scheduled Payment, as applicable, shall be deemed  
to have been received in such Collection Period.                                

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             Section 5.2 Application of Funds in the Certificate Account and
Interest Reserve Account.                                                       

               (a) Subsection (I). The Master Servicer shall, from time to time,
make withdrawals from the Certificate Account and remit them by wire transfer   
prior to 12:00 p.m., New York City time, on the related Master Servicer         
Remittance Date in immediately available funds to the account specified in this 
Section or otherwise (w) to such account as it shall determine from time to time
of amounts payable to the Master Servicer from the Certificate Account (or,     
insofar as they relate to a B Note, from the related A/B Loan Custodial Account 
or, insofar as they relate to a Serviced Companion Mortgage Loan, from the      
related Serviced Companion Mortgage Loan Custodial Account) pursuant to clauses 
(i), (ii), (iii), (iv), (vi), (viii) and (ix) below; (x) to the account         
specified in writing by the Paying Agent from time to time of amounts payable to
the Paying Agent and the Trustee from the Certificate Account (and, insofar as  
they relate to a B Note, from the related A/B Loan Custodial Account and,       
insofar as they relate to a Serviced Companion Mortgage Loan, from the Serviced 
Companion Mortgage Loan Custodial Account) pursuant to clauses (ii), (iii), (v),
(vi), (xi), (xii) and (xiii) below; and (y) to the Special Servicer from time to
time of amounts payable to the Special Servicer from the Certificate Account    
(or, insofar as they relate to a B Note, from the related A/B Loan Custodial    
Account or, insofar as they relate to a Serviced Companion Mortgage Loan, from  
the related Serviced Companion Mortgage Loan Custodial Account) pursuant to     
clauses (i), (iv), (vi), (vii) and (ix) below of the following amounts, from the
amounts specified for the following purposes:                                   

                  (i) Fees: the Master Servicer shall pay (A) to itself Late
Fees (in excess of amounts used to pay Advance Interest) relating to Mortgage   
Loans, Serviced Companion Mortgage Loans or B Notes which are not Specially     
Serviced Mortgage Loans, Modification Fees relating to Mortgage Loans, Serviced 
Companion Mortgage Loans or B Notes which are not Specially Serviced Mortgage   
Loans as provided in Section 8.18, 50% of any assumption fees payable under     
Section 8.7(a) or 8.7(b), 100% of any extension fees payable under Section 8.10 
or other fees payable to the Master Servicer hereunder and (B) directly to the  
Special Servicer, 50% of any assumption fees as provided in Section 8.7(a), 50% 
of any assumption fees as provided in Section 8.7(b), all assumption fees       
relating to Specially Serviced Mortgage Loans, Modification Fees and other fees 
collected on Specially Serviced Mortgage Loans, in each case to the extent      
provided for herein from funds paid by the applicable Mortgagor, and Late Fees  
and default interest collected on any Specially Serviced Mortgage Loan in excess
of Advance Interest payable to the Master Servicer or the Trustee in respect of 
such Specially Serviced Mortgage Loan (which Advance Interest the Master        
Servicer shall retain or pay to the Trustee to the extent provided for in this  
Agreement) to the extent the Special Servicer is entitled to such Late Fees and 
default interest under Section 4.5;                                             

                   (ii) Servicing Advances (including amounts later determined
to be Nonrecoverable Advances): (A) in the case of all Mortgage Loans, Serviced 
Companion Mortgage Loans and B Notes, subject to clause (B) below and subsection
(iv) of Section 5.2(a)(II), to reimburse or pay to the Master Servicer, the     
Special Servicer and the Trustee pursuant to Section 4.6, (x) prior to a Final  
Recovery Determination or determination in accordance with Section 4.4 that any 
Advance is a Nonrecoverable Advance, Servicing Advances on the related Mortgage 
Loan, Serviced Companion Mortgage Loan or B Note, as applicable, from payments  
made by the related Mortgagor of the amounts to which a Servicing Advance       
relates or from REO Income from the related REO Property or from Liquidation    

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Proceeds, Condemnation Proceeds, Insurance Proceeds or Purchase Proceeds and, to
the extent that a Servicing Advance has been or is being reimbursed, any related
Advance Interest thereon first, from Late Fees and default interest collected   
during the Collection Period during which such Advance is reimbursed, and then  
from Excess Liquidation Proceeds then available and then from any other amounts 
on deposit in the Certificate Account; provided that, Late Fees and default     
interest will be applied on a "pool basis" for non-Specially Serviced Mortgage  
Loans (and any Serviced Companion Mortgage Loans and B Notes that are not       
Specially Serviced Mortgage Loans) and on a "loan-by-loan basis" (under which   
Late Fees and default interest will be offset against the Advance Interest      
arising only from the particular Specially Serviced Mortgage Loan) for Specially
Serviced Mortgage Loans, as the case may be, to the payment of Advance Interest 
on all Advances on such non-Specially Serviced Mortgage Loans (and any Serviced 
Companion Mortgage Loan and B Notes that are not Specially Serviced Mortgage    
Loans) or such Specially Serviced Mortgage Loans, as the case may be, then being
reimbursed or (y) after a Final Recovery Determination or determination that any
Servicing Advance on the related Mortgage Loan, Serviced Companion Mortgage Loan
or B Note is a Nonrecoverable Advance, any Servicing Advances made on the       
related Mortgage Loan, related Serviced Companion Mortgage Loan, related B Note 
or REO Property from any funds on deposit in the Certificate Account (regardless
of whether such amount was recovered from the applicable Mortgage Loan, Serviced
Companion Mortgage Loan, B Note or REO Property) and pay Advance Interest       
thereon first, from Late Fees and default interest collected during the         
Collection Period during which such Advance is reimbursed (applying such Late   
Fees and default interest on a "pool basis" for all non-Specially Serviced      
Mortgage Loans (and any Serviced Companion Mortgage Loans and B Notes that are  
not Specially Serviced Mortgage Loans) and on a "loan-by-loan basis", as set    
forth above, for all Specially Serviced Mortgage Loans, as the case may be, to  
the payment of Advance Interest on all Advances on such non-Specially Serviced  
Mortgage Loans (and any Serviced Companion Mortgage Loans and B Notes that are  
not Specially Serviced Mortgage Loans) or such Specially Serviced Mortgage      
Loans, as the case may be, then being reimbursed), then from Excess Liquidation 
Proceeds then available and then from any other amounts on deposit in the       
Certificate Account and (B) in the case of any Non-Serviced Mortgage Loan and   
from any funds on deposit in the Certificate Account, to reimburse the          
applicable Non-Serviced Mortgage Loan Master Servicer, the applicable           
Non-Serviced Mortgage Loan Special Servicer, the applicable Non-Serviced        
Mortgage Loan Trustee and the applicable Non-Serviced Mortgage Loan Fiscal Agent
for Pari Passu Loan Nonrecoverable Advances and any accrued and unpaid interest 
thereon provided for under the related Non-Serviced Mortgage Loan Intercreditor 
Agreement and Non-Serviced Mortgage Loan Pooling and Servicing Agreement;       

                    (iii) P&I Advances (including amounts later to be determined
to be Nonrecoverable Advances): in the case of all Mortgage Loans, subject to   
subsection (iv) of Section 5.2(a)(II), to reimburse or pay to the Master        
Servicer and the Trustee, pursuant to Section 4.6, (x) if prior to a Final      
Recovery Determination or determination that any Advance is a Nonrecoverable    
Advance, any P&I Advances from Late Collections made by the Mortgagor of the    
amounts to which a P&I Advance relates, or REO Income from the related REO      
Property or from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds
or Purchase Proceeds and, to the extent that a P&I Advance has been or is being 
reimbursed, any related Advance Interest thereon, first, from Late Fees and     
default interest collected during the Collection Period during which such       
Advance is reimbursed, and then from Excess Liquidation Proceeds then           

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available and then from any other amounts on deposit in the Certificate Account;
provided that, Late Fees and default interest will be applied on a "pool basis" 
for non-Specially Serviced Mortgage Loans and on a "loan-by-loan basis" (under  
which Late Fees and default interest will be offset against the Advance Interest
arising only from the particular Specially Serviced Mortgage Loan) for Specially
Serviced Mortgage Loans, as the case may be, to the payment of Advance Interest 
on all Advances on such non-Specially Serviced Mortgage Loans or such Specially 
Serviced Mortgage Loans, as the case may be, then being reimbursed or (y) if    
after a Final Recovery Determination or determination in accordance with Section
4.4 that any P&I Advance on the related Mortgage Loan is a Nonrecoverable       
Advance, any P&I Advances made on the related Mortgage Loan or REO Property from
funds on deposit in the Certificate Account (regardless of whether such amount  
was recovered from the applicable Mortgage Loan or REO Property) and any Advance
Interest thereon, first, from Late Fees and default interest collected during   
the Collection Period during which such Advance is reimbursed (applying such    
Late Fees and default interest on a "pool basis" for all non-Specially Serviced 
Mortgage Loans and on a "loan-by-loan basis", as set forth above, for all       
Specially Serviced Mortgage Loans, as the case may be, to the payment of Advance
Interest on all Advances on such non-Specially Serviced Mortgage Loans or such  
Specially Serviced Mortgage Loans, as the case may be, then being reimbursed),  
then from Excess Liquidation Proceeds then available and then from any other    
amounts on deposit in the Certificate Account;                                  

                 (iv) Servicing Fees and Special Servicer Compensation: to
pay to itself the Master Servicing Fee, subject to reduction for any            
Compensating Interest, to pay to the Special Servicer the Special Servicing Fee 
and the Work-Out Fee, to pay to the Primary Servicer (or the Master Servicer)   
the Primary Servicing Fees, and to pay to the parties entitled thereto the      
Excess Servicing Fees (to the extent not previously retained by any of such     
parties);                                                                       

           (v) Trustee Fee and Paying Agent Fee: to pay to the
Distribution Account for withdrawal by the Paying Agent, the Paying Agent Fee   
and the Trustee Fee;                                                            

             (vi) Expenses of Trust: to pay to the Person entitled
thereto any amounts specified herein to be Additional Trust Expenses (at the    
time set forth herein or in the definition thereof), and any other amounts that 
in fact constitute Additional Trust Expenses whose payment is not more          
specifically provided for in this Agreement; provided that the Depositor shall  
not be entitled to receive reimbursement for performing its duties under this   
Agreement;                                                                      

              (vii) Liquidation Fees: upon the occurrence of a Final
Recovery Determination to pay to the Special Servicer from the Certificate      
Account, the amount certified by the Special Servicer equal to the Liquidation  
Fee, to the extent provided in Section 9.11 hereof;                             

                  (viii) Investment Income: to pay to itself income and gain
realized on the investment of funds deposited in the Certificate Account        
(including any A/B Loan Custodial Accounts and Serviced Companion Mortgage Loan 
Custodial Accounts);                                                            

               (ix) Prepayment Interest Excesses: to pay to the Master
Servicer the amount of the aggregate Prepayment Interest Excesses relating to   
Mortgage Loans which are not Specially Serviced Mortgage Loans (to the extent   
not offset by Prepayment Interest Shortfalls                                    

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relating to such Mortgage Loans); and to pay to the Special Servicer the amount 
of the aggregate Prepayment Interest Excesses relating to Specially Serviced    
Mortgage Loans which have received voluntary Principal Prepayments (not from    
Liquidation Proceeds or from modifications to Specially Serviced Mortgage       
Loans), to the extent not offset by Prepayment Interest Shortfalls relating to  
such Mortgage Loans.                                                            

                    (x) Correction of Errors: to withdraw funds deposited in the
Certificate Account in error;                                                   

                 (xi) Distribution Account: to make payment on each Master
Servicer Remittance Date of the remaining amounts in the Certificate Account    
(including any Excess Interest) to the Distribution Account (or in the case of  
any Excess Interest, deposit to the Excess Interest Sub-account under Section   
5.3(b)), other than amounts held for payment in future periods or pursuant to   
clause (xii) below;                                                             

             (xii) Reserve Account: to make payment on each Master
Servicer Remittance Date to the Reserve Account, any Excess Liquidation Proceeds
(subject to Section 4.6(c)); and                                                

              (xiii) Clear and Terminate: to clear and terminate the
Certificate Account pursuant to Section 8.29;                                   

provided, however, that in the case of any B Note for which an A/B Loan         
Custodial Account is required to be established by the Master Servicer:         

                   (A) the Master Servicer shall be entitled to make transfers
               from time to time, from the related A/B Loan Custodial Account to
             the portion of the Certificate Account that does not constitute
          the A/B Loan Custodial Account, of amounts necessary for the
               payments or reimbursement of amounts described in any one or more
              of clauses (i), (ii), (iii), (iv), (vi), (vii), (viii), (ix) and
           (xii) above, but only insofar as the payment or reimbursement
            described therein arises from or is related solely to such A/B
              Mortgage Loan and is allocable to the A/B Mortgage Loan pursuant
               to this Agreement or the related Intercreditor Agreement, and the
           Master Servicer shall also be entitled to make transfers from
              time to time, from the related A/B Loan Custodial Account to the
             portion of the Certificate Account that does not constitute the
        A/B Loan Custodial Account, of amounts transferred to such
      related A/B Loan Custodial Account in error, and amounts
           necessary for the clearing and termination of the Certificate
Account pursuant to Section 8.29;                 

                   (B) the Master Servicer shall be entitled to make transfers
               from time to time, from the related A/B Loan Custodial Account to
             the portion of the Certificate Account that does not constitute
      the A/B Loan Custodial Account, of amounts not otherwise
               described in clause (A) above to which the holder of an A Note is
  entitled under the A/B Mortgage Loan and the related
        Intercreditor Agreement (including in respect of interest,
        principal and Prepayment Premiums in respect of the A Note
          (whether or not by operation of any provision of the related
             Intercreditor Agreement that entitles the holder of such A Note
to receive                                        

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     remittances in amounts calculated without regard to any
               modification, waiver or amendment of the economic terms of such A
Note)); and                                       

             (C) the Master Servicer shall on each Master Servicer
           Remittance Date remit to the holder of the related B Note all
           amounts on deposit in such A/B Loan Custodial Account (net of
              amounts permitted or required to be transferred therefrom as set
            forth in clauses (A) and/or (B) above), to the extent that the
         holder of such B Note is entitled thereto under the related
               Intercreditor Agreement (including by way of the operation of any
            provision of the related Intercreditor Agreement that entitles
              the holder of such B Note to reimbursement of cure payments made
by it).                                           

and provided further, however, that in the case of any Serviced Companion       
Mortgage Loan:                                                                  

                   (A) the Master Servicer shall be entitled to make transfers
             from time to time, from the related Serviced Companion Mortgage
              Loan Custodial Account to the portion of the Certificate Account
           that does not constitute any Serviced Companion Mortgage Loan
         Custodial Account, of amounts necessary for the payments or
              reimbursement of amounts described in any one or more of clauses
              (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) and (xii)
               above, but only insofar as the payment or reimbursement described
               therein arises from or is related solely to such Loan Pair and is
               allocable to the Serviced Companion Mortgage Loan, and the Master
            Servicer shall also be entitled to make transfers from time to
               time, from the related Serviced Companion Mortgage Loan Custodial
             Account to the portion of the Certificate Account that does not
       constitute any Serviced Companion Mortgage Loan Custodial
      Account, of amounts transferred to such related Serviced
             Companion Mortgage Loan Custodial Account in error, and amounts
           necessary for the clearing and termination of the Certificate
          Account pursuant to Section 8.29; provided, however that the
              Master Servicer shall not be entitled to make transfers from the
             portion of the Certificate Account that does not constitute any
            Serviced Companion Mortgage Loan Custodial Account (other than
      amounts previously transferred from the related Serviced
               Companion Mortgage Loan Custodial Account in accordance with this
               clause (A)) of amounts necessary for the payment or reimbursement
               of amounts described in any one or more of the foregoing clauses;

                   (B) the Master Servicer shall be entitled to make transfers
             from time to time, from the related Serviced Companion Mortgage
              Loan Custodial Account to the portion of the Certificate Account
           that does not constitute any Serviced Companion Mortgage Loan
             Custodial Account, of amounts not otherwise described in clause
             (A) above to which the holder of a Serviced Pari Passu Mortgage
        Loan is entitled under the related Loan Pair Intercreditor
        Agreement (including in respect of interest, principal and
Prepayment Premiums); and                         

                 (C) the Master Servicer shall, on either (x) the later of
              (i) one (1) Business Day after the related Determination Date or
            (ii) alternatively, but only if the related Serviced Companion
           Mortgage Loan is primary serviced under the Primary Servicing
    Agreement, one (1) Business Day after receipt from the

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         Primary Servicer or (y) such other date as may be agreed to
       between the Master Servicer and the holder of the related
        Serviced Companion Mortgage Loan (in their respective sole
      discretion), remit to the holder of the related Serviced
            Companion Mortgage Loan all amounts on deposit in such related
        Serviced Companion Mortgage Loan Custodial Account (net of
              amounts permitted or required to be transferred therefrom as set
            forth in clauses (A) and/or (B) above), to the extent that the
         holder of such Serviced Companion Mortgage Loan is entitled
          thereto under the related Loan Pair Intercreditor Agreement.

            No decision by the Master Servicer or the Trustee under either
this Section 5.2(a) or subsection (iv) of Section 5.2(a)(II), to defer the      
reimbursement of Advances and/or Advance Interest shall be construed as an      
agreement by the Master Servicer to subordinate (in respect of realizing        
losses), to any Class of Certificates, such party's right to such reimbursement 
during such period of deferral.                                                 

      Expenses incurred with respect to any Loan Pair shall be
allocated in accordance with the related Loan Pair Intercreditor Agreement (or  
with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with 
Section 8.31 hereof, the applicable Mortgage Loan documents). Expenses incurred 
with respect to an A/B Mortgage Loan shall be allocated in accordance with the  
related Intercreditor Agreement. The Master Servicer shall keep and maintain a  
separate accounting for each Mortgage Loan, Serviced Companion Mortgage Loan and
B Note for the purpose of justifying any withdrawal or transfer from the        
Certificate Account, each Serviced Companion Mortgage Loan Custodial Account and
any A/B Loan Custodial Account, as applicable. If funds collected in respect of 
the A Notes are insufficient to pay the Master Servicing Fee, then the Master   
Servicer shall be entitled to withdraw the amount of such shortfall from the    
collections on, and other proceeds of, the B Note that are held in the related  
A/B Loan Custodial Account. The Master Servicer shall not be permitted to       
withdraw any funds from the portion of the Certificate Account that does not    
constitute the A/B Loan Custodial Account unless there are no remaining funds in
the related A/B Loan Custodial Account available and required to be paid in     
accordance with the related Intercreditor Agreement.                            

           Subsection (II). The provisions of this subsection II of this
Section 5.2(a) shall apply notwithstanding any contrary provision of subsection 
(I) of this Section 5.2(a):                                                     

                    (i) Identification of Workout-Delayed Reimbursement Amounts.
         If any Advance made with respect to any Mortgage Loan on or
              before the date on which such Mortgage Loan becomes (or, but for
      the requirement that the Mortgagor shall have made three
            consecutive scheduled payments under its modified terms, would
           then constitute) a Rehabilitated Mortgage Loan, together with
       Advance Interest accrued thereon, is not, pursuant to the
             operation of the provisions of Section 5.2(a)(I), reimbursed to
             the Person who made such Advance on or before the date, if any,
          on which such Mortgage Loan becomes a Rehabilitated Mortgage
            Loan, such Advance, together with such Advance Interest, shall
               constitute a "Workout-Delayed Reimbursement Amount" to the extent
      that such amount has not been determined to constitute a
               Nonrecoverable Advance. All references herein to "Workout-Delayed
         Reimbursement Amount" shall be construed always to mean the
             related Advance and any Advance Interest thereon, together with
any further Advance Interest that accrues on the  

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       unreimbursed portion of such Advance from time to time in
              accordance with the other provisions of this Agreement. That any
        amount constitutes all or a portion of any Workout-Delayed
             Reimbursement Amount shall not in any manner limit the right of
        any Person hereunder to determine that such amount instead
constitutes a Nonrecoverable Advance.             

                 (ii) General Relationship of Provisions. Subsection (iii)
            below (subject to the terms and conditions thereof) sets forth
        the terms of and conditions to the right of a Person to be
            reimbursed for any Workout-Delayed Reimbursement Amount to the
  extent that such Person is not otherwise entitled to
             reimbursement and payment of such Workout-Delayed Reimbursement
          Amount pursuant to the operation of Section 5.2(a)(I) above.
        Subsection (iv) below (subject to the terms and conditions
     thereof) authorizes the Master Servicer to abstain from
           reimbursing itself (or, if applicable, the Trustee to abstain
             from obtaining reimbursement) for Nonrecoverable Advances under
              certain circumstances at its sole option. Upon any determination
               that all or any portion of a Workout-Delayed Reimbursement Amount
             constitutes a Nonrecoverable Advance, then the reimbursement or
               payment of such amount (and any further Advance Interest that may
           accrue thereon) shall cease to be subject to the operation of
      subsection (iii) below, such amount (and further Advance
         Interest) shall be as fully payable and reimbursable to the
            relevant Person as would any other Nonrecoverable Advance (and
              Advance Interest thereon) and, as a Nonrecoverable Advance, such
            amount may become the subject of the Master Servicer's (or, if
               applicable, the Trustee's) exercise of its sole option authorized
by subsection (iv) below.                         

             (iii) Reimbursements of Workout-Delayed Reimbursement
        Amounts. The Master Servicer, the Special Servicer and the
            Trustee, as applicable, shall be entitled to reimbursement and
           payment for all Workout-Delayed Reimbursement Amounts in each
             Collection Period; provided, however, that the aggregate amount
            (for all such Persons collectively) of such reimbursements and
          payments in such Collection Period shall not exceed (and the
         reimbursement and payment shall be made from) the aggregate
              amount in the Collection Account allocable to principal received
     or advanced with respect to the Mortgage Loans for such
               Collection Period contemplated by clause (I)(A) of the definition
          of Principal Distribution Amount (but not including any such
             amounts that constitute Advances) and net of any Nonrecoverable
               Advances then outstanding and reimbursable from such principal in
         accordance with Section 5.2(a)(II)(iv) below. As and to the
              extent provided in clause (II)(A) of the definition thereof, the
             Principal Distribution Amount for the Distribution Date related
           to such Collection Period shall be reduced to the extent that
              such payment or reimbursement of a Workout-Delayed Reimbursement
        Amount is made from the aggregate amount in the Collection
      Account allocable to principal pursuant to the preceding
sentence.                                         

                  (iv) Reimbursement of Nonrecoverable Advances; Sole Option
      to Abstain from Reimbursements of Certain Nonrecoverable
               Advances. To the extent that Section 5.2(a)(I) otherwise entitles
         the Master Servicer to reimbursement for any Nonrecoverable
Advance (or payment of Advance Interest           

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             thereon from a source other than Late Fees and default interest
               on the related Mortgage Loan) during any Collection Period, then,
             notwithstanding any contrary provision of subsection (I) above,
        (a) to the extent that one or more such reimbursements and
            payments of Nonrecoverable Advances (and such Advance Interest
          thereon) are made, such reimbursements and payments shall be
              made, first, from the aggregate amount in the Collection Account
             allocable to principal received or advanced with respect to the
              Mortgage Loans for such Collection Period contemplated by clause
            (I)(A) of the definition of Principal Distribution Amount (but
          not including any such amounts that constitute Advances, and
              prior to any deduction for Workout-Delayed Reimbursement Amounts
         (and Advance Interest thereon) that were reimbursed or paid
            during the related Collection Period from amounts allocable to
       principal received with respect to the Mortgage Loans, as
        described by clause (II)(A) of the definition of Principal
             Distribution Amount and pursuant to subsection (iii) of Section
               5.2(a)(II)), and then from other collections (including interest)
              on the Mortgage Loans for such Collection Period, provided, that
            if interest is used to reimburse such Nonrecoverable Advances,
              the party entitled to such reimbursement shall notify the Rating
              Agencies at least fifteen (15) days prior to such reimbursement,
           unless circumstances exist that are extraordinary in the sole
             discretion of such party, and (b) if and to the extent that the
           amount of such a Nonrecoverable Advance (and Advance Interest
              thereon), together with all Nonrecoverable Advances (and Advance
             Interest thereon) theretofore reimbursed during such Collection
           Period, would exceed such principal on the Mortgage Loans for
               such Collection Period (and Advance Interest thereon), the Master
            Servicer (and the Trustee, if it made the relevant Advance) is
       hereby authorized (but shall not be construed to have any
         obligation whatsoever), if it elects at its sole option, to
         abstain from reimbursing itself (notwithstanding that it is
               entitled to such reimbursement) during that Collection Period for
          all or a portion of such Nonrecoverable Advance (and Advance
           Interest thereon), provided that the aggregate amount that is
               deferred with respect to all Nonrecoverable Advances (and Advance
          Interest thereon) with respect to all Mortgage Loans for any
               particular Collection Period is less than or equal to such excess
            described above in this clause (b). If the Master Servicer (or
             the Trustee) makes such an election at its sole option to defer
 reimbursement with respect to all or a portion of a
              Nonrecoverable Advance (and Advance Interest thereon), then such
              Nonrecoverable Advance (and Advance Interest thereon) or portion
               thereof shall continue to be fully reimbursable in any subsequent
         Collection Period to the same extent as set forth above. In
            connection with a potential election by the Master Servicer to
           abstain from the reimbursement of a particular Nonrecoverable
             Advance or portion thereof during the Collection Period for any
           Distribution Date, the Master Servicer (or the Trustee) shall
           further be authorized to wait for principal collections to be
            received before making its determination of whether to abstain
              from the reimbursement of a particular Nonrecoverable Advance or
     portion thereof until the end of the Collection Period.

               The reimbursements of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts set forth in clauses (iii) and (iv) above shall take into 
account the                                                                     

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allocation of amounts described in the last sentence of the definition of       
"Liquidation Realized Loss."                                                    

                     None of the Master Servicer or the Trustee shall have any
      liability whatsoever for making an election, or refraining from making
   an election, that is authorized under this subsection (II)(iv). The
      foregoing shall not, however, be construed to limit any liability that
      may otherwise be imposed on such Person for any failure by such Person
   to comply with the conditions to making such an election under this
  subsection (II)(iv) or to comply with the terms of this subsection
        (II)(iv) and the other provisions of this Agreement that apply once such
an election, if any, has been made.                             

                   Any election by the Master Servicer (or the Trustee) to
   abstain from reimbursing itself for any Nonrecoverable Advance (and
Advance Interest thereon) or portion thereof with respect to any
Collection Period shall not be construed to impose on the Master
     Servicer (or the Trustee) any obligation to make such an election (or
        any entitlement in favor of any Certificateholder or any other Person to
        such an election) with respect to any subsequent Collection Period or to
     constitute a waiver or limitation on the right of the Master Servicer
   (or the Trustee) to otherwise be reimbursed for such Nonrecoverable
  Advance (and Advance Interest thereon). Any election by the Master
  Servicer or the Trustee to abstain from reimbursing itself for any
    Nonrecoverable Advance or portion thereof with respect to any one or
       more Collection Periods shall not limit the accrual of Advance Interest
  on the unreimbursed portion of such Nonrecoverable Advance for the
        period prior to the actual reimbursement of such Nonrecoverable Advance.
     None of the Master Servicer, the Trustee or the other parties to this
  Agreement shall have any liability to one another or to any of the
  Certificateholders or any holder of a B Note or Serviced Companion
Mortgage Loan for any such election that such party makes as    
   contemplated by this subsection or for any losses, damages or other
       adverse economic or other effects that may arise from such an election.
The foregoing statements in this paragraph shall not limit the  
generality of the statements made in the immediately preceding  
        paragraph. Notwithstanding the foregoing, none of the Master Servicer or
       the Trustee shall have the right to abstain from reimbursing itself for
   any Nonrecoverable Advance to the extent of the amount described in
 clause (I)(A) of the definition of Principal Distribution Amount.

                (v) Reimbursement Rights of the Master Servicer, Special
              Servicer and Trustee Are Senior. Nothing in this Agreement shall
           be deemed to create in any Certificateholder a right to prior
              payment of distributions over the Master Servicer's, the Special
             Servicer's or the Trustee's right to reimbursement for Advances
  plus Advance Interest (whether those that constitute
             Workout-Delayed Reimbursement Amounts, those that have been the
     subject of the Master Servicer's election authorized in
subsection (iv) or otherwise).                    

              (b) Scheduled Payments due in a Collection Period succeeding the
Collection Period relating to such Master Servicer Remittance Date, Principal   
Prepayments received after the related Collection Period, or other amounts not  
distributable on the related Distribution Date, shall be held in the Certificate
Account (or sub-account thereof) and shall be distributed on the Master Servicer
Remittance Date or Dates to which such succeeding Collection Period or Periods  
relate, provided, however, that as to the Mortgage Loans set forth on Schedule  
XI, for                                                                         

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which the Scheduled Payment due each month is due on a Due Date (including any  
grace period) that may occur after the end of the Collection Period in such     
month, sums received by the Master Servicer with respect to such Scheduled      
Payment but after the end of such Collection Period shall be applied by the     
Master Servicer to reimburse any related P&I Advance made pursuant to Section   
5.1(h), and the Master Servicer shall remit to the Distribution Account on any  
Master Servicer Remittance Date for a Collection Period any Principal           
Prepayments and Balloon Payments received after the end of such Collection      
Period but no later than the second Business Day immediately preceding such     
Master Servicer Remittance Date on the Mortgage Loans set forth on Schedule XI. 
The Master Servicer shall use its best efforts to remit to the Distribution     
Account on any Master Servicer Remittance Date for a Collection Period any      
Balloon Payments received after the date that is two Business Days immediately  
preceding the related Master Servicer Remittance Date and prior to the          
Distribution Date. In connection with the deposit of any Balloon Payments to the
Distribution Account in accordance with the immediately preceding sentence, the 
Master Servicer shall promptly notify the Paying Agent and the Paying Agent     
shall, if it has already reported anticipated distributions to the Depository,  
use commercially reasonable efforts to cause the Depository to make the revised 
distribution on a timely basis on such Distribution Date. Neither the Master    
Servicer nor the Paying Agent shall be liable or held responsible for any       
resulting delay or failure in the making of such distribution to                
Certificateholders. For purposes of the definition of "Available Distribution   
Amount" and "Principal Distribution Amount," (i) the Scheduled Payments relating
to the Mortgage Loans set forth on Schedule XI that are collected after the end 
of the related Collection Period and (ii) Principal Prepayments and Balloon     
Payments relating to the Mortgage Loans set forth on Schedule XI received after 
the end of the related Collection Period but prior to the Master Servicer       
Remittance Date shall each be deemed to have been collected in the prior        
Collection Period.                                                              

           (c) On each Master Servicer Remittance Date in March of every
year commencing in March 2008 and on the Master Servicer Remittance Date related
to the final Distribution Date, the Master Servicer shall withdraw all amounts  
then in the Interest Reserve Account and deposit such amounts into the          
Distribution Account.                                                           

   Section 5.3 Distribution Account and Reserve Account.

            (a) The Paying Agent, on behalf of the Trustee shall establish
(with respect to clause (i), on or prior to the Closing Date, and with respect  
to clause (ii), on or prior to the date the Paying Agent determines is          
necessary) and maintain in its name, on behalf of the Trustee, (i) an account   
(the "Distribution Account"), to be held in trust for the benefit of the Holders
until disbursed pursuant to the terms of this Agreement, titled: "Wells Fargo   
Bank, National Association, as Paying Agent on behalf of LaSalle Bank National  
Association, as Trustee, in trust for the benefit of the Holders of Bear Stearns
Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through           
Certificates, Series 2007-TOP26, Distribution Account" and (ii) an account (the 
"Reserve Account") to be held in trust for the benefit of the holders of        
interests in the Trust until disbursed pursuant to the terms of this Agreement, 
titled: "Wells Fargo Bank, National Association, as Paying Agent on behalf of   
LaSalle Bank National Association, as Trustee, in trust for the benefit of the  
Holders of Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, Series 2007-TOP26, Reserve Account." The Distribution
Account and                                                                     

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the Reserve Account shall be Eligible Accounts. Funds in the Reserve Account    
shall not be invested. The Distribution Account and Reserve Account shall be    
held separate and apart from and shall not be commingled with any other monies  
including, without limitation, other monies of the Paying Agent held under this 
Agreement, it being understood that the Reserve Account may be a subaccount of  
the Distribution Account.                                                       

       Funds in the Distribution Account may be invested and, if
invested, shall be invested by, and at the risk of, the Paying Agent in Eligible
Investments selected by the Paying Agent which shall mature, unless payable on  
demand, not later than such time on the Distribution Date which will allow the  
Paying Agent to make withdrawals from the Distribution Account under Section    
5.3(b), and any such Eligible Investment shall not be sold or disposed of prior 
to its maturity unless payable on demand. All such Eligible Investments shall be
made in the name of "LaSalle Bank National Association, as Trustee for the      
Holders of the Bear Stearns Commercial Mortgage Securities Inc., Commercial     
Mortgage Pass-Through Certificates, Series 2007-TOP26 and the holder of any     
related B Note as their interests may appear." None of the Depositor, the       
Mortgagors, the Special Servicer, the Master Servicer, the Primary Servicer or  
the Trustee shall be liable for any loss incurred on such Eligible Investments. 

           An amount equal to all income and gain realized from any such
investment shall be paid to the Paying Agent as additional compensation and     
shall be subject to its withdrawal at any time from time to time. The amount of 
any losses incurred in respect of any such investments shall be for the account 
of the Paying Agent which shall deposit the amount of such loss (to the extent  
not offset by income from other investments) in the Distribution Account, as the
case may be, out of its own funds immediately as realized. If the Paying Agent  
deposits in or transfers to the Distribution Account, as the case may be, any   
amount not required to be deposited therein or transferred thereto, it may at   
any time withdraw such amount or retransfer such amount from the Distribution   
Account, as the case may be, any provision herein to the contrary               
notwithstanding.                                                                

              (b) The Paying Agent shall deposit into the Distribution Account
or the Reserve Account, as applicable, on the Business Day received all moneys  
remitted by the Master Servicer pursuant to this Agreement, including P&I       
Advances made by the Master Servicer and the Trustee and all Excess Liquidation 
Proceeds. The Paying Agent shall deposit amounts constituting collections of    
Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On  
any Master Servicer Remittance Date, the Master Servicer shall have no duty to  
remit to the Distribution Account any amounts other than amounts held in the    
Certificate Account and collected during the related Collection Period as       
provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance Amount   
and, on the Master Servicer Remittance Date occurring in March of any year,     
commencing in March 2008, and on the Master Servicer Remittance Date related to 
the final Distribution Date, amounts held in the Interest Reserve Account. The  
Paying Agent shall make withdrawals from the Distribution Account (including the
Excess Interest Sub-account) and the Reserve Account only for the following     
purposes:                                                                       

             (i) to withdraw amounts deposited in the Distribution
Account and the Reserve Account in error and pay such amounts to the Persons    
entitled thereto;                                                               

                   (ii) to pay any amounts payable to the Master Servicer, the
Primary Servicer, the Special Servicer and the Trustee (including the Trustee's 
Fee (other than that portion thereof, that constitutes the Paying Agent's Fee)) 
and the Paying Agent (including the                                             

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Paying Agent Fee), or other expenses or other amounts permitted to be paid      
hereunder and not previously paid to such Persons pursuant to Section 5.2;      

             (iii) to make distributions to the Certificateholders
pursuant to Sections 6.5 and 6.11; and                                          

                    (iv) to clear and terminate the Distribution Account and the
Reserve Account pursuant to Section 10.2.                                       

Section 5.4 Paying Agent Reports.                 

             (a) On or prior to each Distribution Date (in the aggregate and
by Loan Group as appropriate), based on information provided in monthly reports 
prepared by the Master Servicer and the Special Servicer and delivered to the   
Paying Agent by the Master Servicer (no later than 1:00 p.m., New York time on  
the Report Date), the Paying Agent shall make available to the general public   
via its internet website initially located at "www.ctslink.com" (the "Paying    
Agent's Website"), (i) the Monthly Certificateholders Report (substantially in  
the form of Exhibit M), (ii) a report containing information regarding the      
Mortgage Loans as of the end of the related Collection Period, which report     
shall contain substantially the categories of information regarding the Mortgage
Loans set forth in Appendix I to the Final Prospectus Supplement and shall be   
presented in tabular format substantially similar to the format utilized in such
Appendix I which report may be included as part of the Monthly                  
Certificateholders Report, (iii) the Loan Periodic Update File, Loan Setup File,
Bond Level File and the Collateral Summary File, (iv) the CMSA Advance Recovery 
Report, (v) the supplemental reports set forth in paragraph (b) of the          
definition of Unrestricted Servicer Reports and (vi) as a convenience for       
interested parties (and not in furtherance of the distribution thereof under the
securities laws), the Final Prospectus Supplement and this Agreement. In        
addition, the Paying Agent will make available on its website any reports of    
Forms 10-D, 10-K and 8-K promptly after they have been prepared and filed by the
Paying Agent with respect to the Trust through the EDGAR system.                

          In addition, on or prior to each Distribution Date, based on
information provided in monthly reports prepared by the Master Servicer and the 
Special Servicer and delivered to the Paying Agent in accordance herewith, the  
Paying Agent shall make available via the Paying Agent's Website, on a          
restricted basis, the Restricted Servicer Reports (including the Property File  
on or prior to each Distribution Date, commencing in June 2007). The Paying     
Agent shall provide access to the Restricted Servicer Reports, upon request, to 
each Certificateholder, each of the parties to this Agreement, each of the      
Rating Agencies, each of the Financial Market Publishers, each of the           
Underwriters, the Operating Adviser, the Placement Agents, any prospective      
purchaser of the Certificates and any Certificate Owner upon receipt (which may 
be in electronic form) from such person of an Investor Certificate in the form  
of Exhibit Y, and any other person upon the direction of the Depositor, the     
Placement Agents or any Underwriter. For assistance with the above-mentioned    
Paying Agent services, Certificateholders or any party hereto may initially call
301-815-6600.                                                                   

               The Paying Agent makes no representations or warranties as to the
accuracy or completeness of any report, document or other information made      
available on the Paying Agent's Website and assumes no responsibility therefor. 
The Paying Agent shall be entitled to conclusively rely on any information      
provided to it by the Master Servicer or the Special                            

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Servicer and shall have no obligation to verify such information and the Paying 
Agent may disclaim responsibility for any information distributed by the Paying 
Agent for which it is not the original source. In connection with providing     
access to the Paying Agent's Website, the Paying Agent, may require registration
and the acceptance of a disclaimer. None of the Master Servicer, the Special    
Servicer, the Primary Servicer or the Paying Agent shall be liable for the      
dissemination of information in accordance with this Agreement; provided that   
this sentence shall not in any way limit the liability the Paying Agent may     
otherwise have in the performance of its duties hereunder.                      

           (b) Subject to Section 8.15, upon advance written request, if
required by federal regulation, of any Certificateholder (or holder of a        
Serviced Companion Mortgage Loan or B Note) that is a savings association, bank,
or insurance company, the Paying Agent shall provide (to the extent in its      
possession) to each such Certificateholder (or such holder of a Serviced        
Companion Mortgage Loan or B Note) such reports and access to non-privileged    
information and documentation regarding the Mortgage Loans and the Certificates 
as such Certificateholder (or such holder of a Serviced Companion Mortgage Loan 
or B Note) may reasonably deem necessary to comply with applicable regulations  
of the Office of Thrift Supervision or successor or other regulatory authorities
with respect to investment in the Certificates; provided that the Paying Agent  
shall be entitled to be reimbursed by such Certificateholder (or such holder of 
a Serviced Companion Mortgage Loan or B Note) for the Paying Agent's actual     
expenses incurred in providing such reports and access. The holder of a B Note  
shall be entitled to receive information and documentation only with respect to 
its related A/B Mortgage Loan and the holder of a Serviced Companion Mortgage   
Loan shall be entitled to receive information and documentation only with       
respect to its related Loan Pair, pursuant hereto.                              

           (c) Upon written request, the Paying Agent shall send to each
Person who at any time during the calendar year was a Certificateholder of      
record, customary information as the Paying Agent deems necessary or desirable  
for such Holders to prepare their federal income tax returns.                   

(d) Reserved                                      

        (e) The Paying Agent shall afford the Rating Agencies, the
Financial Market Publishers, the Depositor, the Master Servicer, the Special    
Servicer, the Primary Servicer, the Trustee, the Operating Adviser, any         
Certificateholder, the Luxembourg Paying Agent, prospective Certificate Owner or
any Person reasonably designated by any Placement Agent, or any Underwriter upon
reasonable notice and during normal business hours, reasonable access to all    
relevant, non-attorney privileged records and documentation regarding the       
applicable Mortgage Loans, REO Property and all other relevant matters relating 
to this Agreement, and access to Responsible Officers of the Paying Agent.      

              (f) Copies (or computer diskettes or other digital or electronic
formats of such information if reasonably available in lieu of paper copies) of 
any and all of the foregoing items of this Section 5.4 shall be made available  
by the Paying Agent upon request; provided, however, that the Paying Agent shall
be permitted to require payment by the requesting party (other than the         
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating
Adviser, any Placement Agent or any Underwriter or any Rating Agency) of a sum  
sufficient to cover the                                                         

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reasonable expenses actually incurred by the Paying Agent of providing access or
copies (including electronic or digital copies) of any such information         
requested in accordance with the preceding sentence.                            

              (g) The Paying Agent shall make available at its Corporate Trust
Office (either in physical or electronic form), during normal business hours,   
upon reasonable advance written notice for review by any Certificateholder, any 
Certificate Owner, any prospective Certificate Owner, the Placement Agents, the 
Underwriters, each Rating Agency, the Special Servicer, the Depositor, and      
solely as with respect to any A/B Mortgage Loan, the holder of the B Note and   
solely as with respect to any Loan Pair, the holder of the Serviced Companion   
Mortgage Loan, originals or copies of, among other things, any Phase I          
Environmental Report or engineering report prepared or appraisals performed in  
respect of each Mortgaged Property provided, however, that the Paying Agent     
shall be permitted to require payment by the requesting party (other than either
Rating Agency or the Operating Adviser) of a sum sufficient to cover the        
reasonable expenses actually incurred by the Paying Agent or the Trustee of     
providing access or copies (including electronic or digital copies) of any such 
information reasonably requested in accordance with the preceding sentence.     

          Section 5.5 Paying Agent Tax Reports. The Paying Agent shall
perform all reporting and other tax compliance duties that are the              
responsibility of each REMIC Pool and the Class P Grantor Trust under the Code, 
REMIC Provisions, or other compliance guidance issued by the Internal Revenue   
Service or any state or local taxing authority. Consistent with this Pooling and
Servicing Agreement, the Paying Agent shall provide or cause to be provided (i) 
to the United States Treasury or other Persons (including, but not limited to,  
the Transferor of a Class R-I, Class R-II or Class R-III Certificate, to a      
Disqualified Organization or to an agent that has acquired a Class R-I, Class   
R-II or Class R-III Certificate on behalf of a Disqualified Organization) such  
information as is necessary for the application of any tax relating to the      
transfer of a Class R-I, Class R-II or Class R-III Certificate to any           
Disqualified Organization and (ii) to the Certificateholders such information or
reports as are required by the Code or REMIC Provisions; in the case of (i),    
subject to reimbursement of expenses relating thereto in accordance with Section
7.12. The Master Servicer shall on a timely basis provide the Paying Agent with 
such information concerning the Mortgage Loans as is necessary for the          
preparation of the tax or information returns or receipts of each REMIC Pool and
the Class P Grantor Trust as the Paying Agent may reasonably request from time  
to time. The Special Servicer is required to provide to the Master Servicer all 
information in its possession with respect to the Specially Serviced Mortgage   
Loans in order for the Master Servicer to comply with its obligations under this
Section 5.5. The Paying Agent shall be entitled to conclusively rely on any such
information provided to it by the Master Servicer or the Special Servicer and   
shall have no obligation to verify any such information.                        

ARTICLE VI
 DISTRIBUTIONS

              Section 6.1 Distributions Generally. Subject to Section 10.2(a),
respecting the final distribution on the Certificates, on each Distribution     
Date, the Paying Agent shall (1) first, withdraw from the Distribution Account  
and pay to the Trustee any unpaid fees, expenses and other amounts then required
to be paid pursuant to                                                          

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this Agreement, and then, to the Paying Agent, any unpaid                       
fees, expenses and other amounts then required to be paid pursuant to this      
Agreement, and then at the written direction of the Master Servicer, withdraw   
from the Distribution Account and pay to the Master Servicer, the Primary       
Servicer and Special Servicer any unpaid servicing compensation or other amounts
currently required to be paid pursuant to this Agreement (to the extent not     
previously retained or withdrawn by the Master Servicer from the Certificate    
Account), and (2) second, make distributions in the manner and amounts set forth
below.                                                                          

           Each distribution to Holders of Certificates shall be made by
check mailed to such Holder's address as it appears on the Certificate Register 
of the Certificate Registrar or, upon written request to the Paying Agent on or 
prior to the related Record Date (or upon standing instructions given to the    
Paying Agent on the Closing Date prior to any Record Date, which instructions   
may be revoked at any time thereafter upon written notice to the Paying Agent   
five days prior to the related Record Date) made by a Certificateholder by wire 
transfer in immediately available funds to an account specified in the request  
of such Certificateholder; provided, that (i) remittances to the Paying Agent   
shall be made by wire transfer of immediately available funds to the            
Distribution Account and the Reserve Account; and (ii) the final distribution in
respect of any Certificate shall be made only upon presentation and surrender of
such Certificate at such location specified by the Paying Agent in a notice     
delivered to Certificateholders pursuant to Section 10.2(a). If any payment     
required to be made on the Certificates is to be made on a day that is not a    
Business Day, then such payment will be made on the next succeeding Business Day
without compensation for such delay. All distributions or allocations made with 
respect to Holders of Certificates of a Class on each Distribution Date shall be
made or allocated among the outstanding Interests in such Class in proportion to
their respective initial Certificate Balances or Percentage Interests for the   
Class X Certificates.                                                           

Section 6.2 REMIC I.

             (a) On each Distribution Date, the Paying Agent shall be deemed
to distribute to itself on behalf of the Trustee, as holder of the REMIC I      
Regular Interests, for the following purposes and in the following order of     
priority:                                                                       

                 (i) from the portion of the Available Distribution Amount
attributable to interest (other than Excess Interest) collected or deemed       
collected on or with respect to each Mortgage Loan or related REO Property,     
Distributable Certificate Interest to each Corresponding REMIC I Regular        
Interest;                                                                       

                  (ii) from the portion of the Available Distribution Amount
attributable to principal collected or deemed collected on or with respect to   
each Mortgage Loan or related REO Property, principal to the Corresponding REMIC
I Regular Interest, until the Certificate Balance thereof is reduced to zero;   

                (iii) any remaining amount of the Available Distribution
Amount with respect to each Mortgage Loan (other than Excess Interest) or       
related REO Property, to reimburse any Realized Losses previously allocated to  
the REMIC I Regular Interests, plus interest on such Realized Losses at the     
related REMIC I Net Mortgage Rate previously allocated thereto; and             

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                    (iv) thereafter, to the Class R-I Certificateholders at such
time as the Certificate Balance of all Classes of REMIC I Regular Interests have
been reduced to zero, and Realized Losses (including interest thereon)          
previously allocated thereto have been reimbursed to the Holders of the REMIC I 
Regular Interests, any amounts of the Available Distribution Amount remaining   
with respect to each Mortgage Loan (other than Excess Interest) or related REO  
Property, to the extent of the Trust's interest therein.                        

Section 6.3 REMIC II.                             

             (a) On each Distribution Date, the Paying Agent shall be deemed
to distribute to itself on behalf of the Trustee, as holder of the REMIC II     
Regular Interests, amounts distributable to any Class of Principal Balance      
Certificates pursuant to Section 6.5 or Section 10.1 to its Corresponding REMIC 
II Regular Interest set forth in the Preliminary Statement hereto; provided that
interest shall be deemed to have been distributed pro rata among two or more    
Corresponding REMIC II Regular Interests that correspond to a Class of Principal
Balance Certificates; and provided, further, that distributions of principal:   

                (i) with respect to the Class A-1 Certificates, shall be
deemed to have first been distributed from REMIC II to REMIC III in respect of  
REMIC II Regular Interest A-1-1; second, to REMIC II Regular Interest A-1-2; in 
each case, until their respective Certificate Balances are reduced to zero;     

                 (ii) with respect to the Class A-2 Certificates, shall be
deemed to have first been distributed from REMIC II to REMIC III in respect of  
REMIC II Regular Interest A-2-1; second, to REMIC II Regular Interest A-2-2;    
third, to REMIC II Regular Interest A-2-3; and fourth, to REMIC II Regular      
Interest A-2-4; in each case, until their respective Certificate Balances are   
reduced to zero;                                                                

                  (iii) with respect to the Class A-4 Certificates, shall be
deemed to have first been distributed from REMIC II to REMIC III in respect of  
REMIC II Regular Interest A-4-1; second, to REMIC II Regular Interest A-4-2;    
third, to REMIC II Regular Interest A-4-3; and fourth, to REMIC II Regular      
Interest A-4-4; in each case, until their respective Certificate Balances are   
reduced to zero;                                                                

                  (iv) with respect to the Class A-1A Certificates, shall be
deemed to have first been distributed from REMIC II to REMIC III in respect of  
REMIC II Regular Interest A-1A-1; second, to REMIC II Regular Interest A-1A-2;  
third, to REMIC II Regular Interest A-1A-3; fourth, to REMIC II Regular Interest
A-1A-4; fifth, to REMIC II Regular Interest A-1A-5; sixth, to REMIC II Regular  
Interest A-1A-6; seventh, to REMIC II Regular Interest A-1A-7; and eigth, to    
REMIC II Regular Interest A-1A-8; in each case, until their respective          
Certificate Balances are reduced to zero;                                       

                (v) with respect to the Class A-J Certificates, shall be
deemed to have first been distributed from REMIC II to REMIC III in respect of  
REMIC II Regular Interest A-J-1; and second, to REMIC II Regular Interest A-J-2;
in each case, until their respective Certificate Balances are reduced to zero;  

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               (vi) with respect to the Class B Certificates, shall be
deemed to have first been distributed from REMIC II to REMIC III in respect of  
REMIC II Regular Interest B-1; second, to REMIC II Regular Interest B-2; and    
third, to REMIC II Regular Interest B-3; in each case, until their respective   
Certificate Balances are reduced to zero;                                       

                (vii) with respect to the Class D Certificates, shall be
deemed to have first been distributed from REMIC II to REMIC III in respect of  
REMIC II Regular Interest D-1; and second, to REMIC II Regular Interest D-2; in 
each case, until their respective Certificate Balances are reduced to zero;     

                 (viii) with respect to the Class F Certificates, shall be
deemed to have first been distributed from REMIC II to REMIC III in respect of  
REMIC II Regular Interest F-1; and second, to REMIC II Regular Interest F-2; in 
each case, until their respective Certificate Balances are reduced to zero; and 

               (ix) with respect to the Class H Certificates, shall be
deemed to have first been distributed from REMIC II to REMIC III in respect of  
REMIC II Regular Interest H-1; and second, to REMIC II Regular Interest H-2; in 
each case, until their respective Certificate Balances are reduced to zero.     

              (b) All distributions made in respect of the Class X-1 and Class
X-2 Certificates on each Distribution Date pursuant to Section 6.5 or Section   
10.1, and allocable to any particular Component of such Class of Certificates in
accordance with the definitions of "Class X-1 Strip Rate" and "Class X-2 Strip  
Rate" and distributed in accordance with Section 6.5(a), shall be deemed to have
first been distributed from REMIC II to REMIC III in respect of such Component's
Corresponding REMIC II Regular Interest. All distributions of reimbursements of 
Realized Losses made in respect of any Class of Principal Balance Certificates  
on each Distribution Date pursuant to Section 6.5 shall be deemed to have first 
been distributed from REMIC II to REMIC III in respect of its Corresponding     
REMIC II Regular Interest set forth in the Preliminary Statement hereto;        
provided, however, that distributions of reimbursements of Realized Losses shall
be deemed to have been distributed among two or more Corresponding REMIC II     
Regular Interests that correspond to a Class of Principal Balance Certificates  
in the reverse order of the priority set forth in Section 6.6(d) for allocation 
for Realized Losses, up to the amount of Realized Losses previously allocated to
such REMIC II Regular Interest. Any amounts remaining in the Distribution       
Account with respect to REMIC II on any Distribution Date after the foregoing   
distributions shall be distributed to the holders of the Class R-II             
Certificates.                                                                   

Section 6.4 Reserved.                             

Section 6.5 REMIC III.                            

            (a) On each Distribution Date, the Paying Agent shall withdraw
from the Distribution Account an amount equal to the Available Distribution     
Amount and shall distribute such amount (other than the amount attributable to  
any Excess Interest, which shall be distributed in accordance with Section      
6.5(c)) and Excess Liquidation Proceeds) in the following amounts and order of  
priority:                                                                       

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                   (i) to the Holders of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-AB Certificates, Class A-4        
Certificates, Class A-1A, Class X-1 Certificates and Class X-2 Certificates,    
concurrently,                                                                   

                   (A) to the Holders of the Class A-1 Certificates, Class A-2
               Certificates, Class A-3 Certificates, Class A-AB Certificates and
            Class A-4 Certificates, Distributable Certificate Interest for
           such Class for such Distribution Date (which shall be payable
               from amounts in the Available Distribution Amount attributable to
        Loan Group 1), pro rata in proportion to the Distributable
Certificate Interest payable to each such Class;  

              (B) to the Holders of the Class A-1A Certificates, the
             Distributable Certificate Interest in respect of such Class for
            such Distribution Date (which shall be payable from amounts in
              the Available Distribution Amount attributable to Loan Group 2);

                  (C) to the Holders of the Class X-1 Certificates and Class
         X-2 Certificates, the Distributable Certificate Interest in
              respect of those Classes for such Distribution Date (which shall
          be payable from amounts in the Available Distribution Amount
              attributable to both Loan Group 1 and Loan Group 2), pro rata in
             proportion to the Distributable Certificate Interest payable to
each such Class;                                  

              provided, however, that if the portion of Available Distribution
Amount attributable to either Loan Group is insufficient to pay in full the     
total amount of interest to be distributed with respect to any of the Class A   
Senior Certificates, the Class X-1 Certificates or Class X-2 Certificates on    
such Distribution Date as set forth above, the Available Distribution Amount    
will be allocated among all those Classes pro rata in proportion to the         
respective amounts of interest payable thereon for such Distribution Date,      
without regard to Loan Group;                                                   

              (ii) to the Holders of the A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-AB Certificates, Class A-4        
Certificates and Class A-1A Certificates, the Principal Distribution Amount for 
such Distribution Date, concurrently:                                           

               (A) to the Holders of the Class A-1A Certificates in an
            amount equal to the lesser of (a) the portion of the Principal
    Distribution Amount for that Distribution Date that is
            attributable to Loan Group 2 and, on or after the Distribution
               Date on which the aggregate Certificate Balance of the Class A-1,
             Class A-2, Class A-3, Class A-AB and Class A-4 Certificates has
             been reduced to zero, the portion of the Principal Distribution
            Amount for that Distribution Date that is attributable to Loan
               Group 1 (net of any portion thereof that is distributable on that
           Distribution Date to the Holders of the Class A-1, Class A-2,
               Class A-3, Class A-AB and/or Class A-4 Certificates), and (b) the
          aggregate Certificate Balance of the Class A-1A Certificates
immediately prior to that Distribution Date;      

                  (B) to the Holders of the Class A-1, Class A-2, Class A-3,
      Class A-AB and Class A-4 Certificates collectively in an
aggregate amount equal to the lesser              

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              of (a) the portion of the Principal Distribution Amount for that
               Distribution Date that is attributable to Loan Group 1 and, on or
            after the Distribution Date on which the aggregate Certificate
              Balance of the Class A-1A Certificates has been reduced to zero,
       the portion of the Principal Distribution Amount for that
            Distribution Date that is attributable to Loan Group 2 (net of
            any portion thereof that is distributable on that Distribution
              Date to the Holders of the Class A-1A Certificates), and (b) the
              aggregate Certificate Balance of the Class A-1, Class A-2, Class
             A-3, Class A-AB and Class A-4 Certificates immediately prior to
that Distribution Date;                           

     which Certificate Group 1 Principal Distribution Amount
distributed pursuant to Section 6.5(a)(ii)(B) above will be further allocated   
among those Holders in the following amounts and order of priority:             

                      (i) first to the Holders of the Class A-AB
      Certificates in an amount equal to the lesser of (a) the
        Certificate Group 1 Principal Distribution Amount for that
           Distribution Date, and (b) an amount sufficient to reduce the
             aggregate Certificate Balance of the Class A-AB Certificates to
            the Class A-AB Planned Principal Balance for that Distribution
Date;                                             

                       (ii) second to the Holders of the Class A-1
       Certificates, in an amount equal to the lesser of (a) the
        Certificate Group 1 Principal Distribution Amount for that
              Distribution Date, reduced by any portion of that amount that is
          allocable to reduce the aggregate Certificate Balance of the
         Class A-AB Certificates to the Class A-AB Planned Principal
              Balance for that Distribution Date as set forth in the preceding
      clause (i) and paid to the Holders of that Class on that
             Distribution Date, and (b) the aggregate Certificate Balance of
               the Class A-1 Certificates immediately prior to that Distribution
Date;                                             

                       (iii) third to the Holders of the Class A-2
      Certificates in an amount equal to the lesser of (a) the
        Certificate Group 1 Principal Distribution Amount for that
              Distribution Date, reduced by any portion of that amount that is
           allocable to reduce the aggregate Certificate Balances of the
          Class A-AB Certificates (to the Class A-AB Planned Principal
  Balance for that Distribution Date) or the Class A-1
              Certificates, in each case as set forth in the preceding clauses
           (i) and (ii) and paid to the Holders of those Classes on that
             Distribution Date, and (b) the aggregate Certificate Balance of
               the Class A-2 Certificates immediately prior to that Distribution
Date;                                             

                       (iv) fourth to the Holders of the Class A-3
      Certificates in an amount equal to the lesser of (a) the
        Certificate Group 1 Principal Distribution Amount for that
              Distribution Date, reduced by any portion of that amount that is
           allocable to reduce the aggregate Certificate Balances of the
          Class A-AB Certificates (to the Class A-AB Planned Principal
               Balance for that Distribution Date) or the Class A-1 Certificates
         or Class A-2 Certificates, in each case as set forth in the
            preceding clauses (i) - (iii) and paid to the Holders of those
      Classes on that Distribution Date, and (b) the aggregate
           Certificate Balance of the Class A-3 Certificates immediately
prior to that Distribution Date;                  

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                      (v) fifth to the Holders of the Class A-AB
               Certificates in an amount (in addition to the amount allocated to
               them as set forth in clause (i) above) equal to the lesser of (a)
            the Certificate Group 1 Principal Distribution Amount for that
              Distribution Date, reduced by any portion of that amount that is
           allocable to reduce the aggregate Certificate Balances of the
          Class A-AB Certificates (to the Class A-AB Planned Principal
           Balance for that Distribution Date as set forth in clause (i)
               above), or the Class A-1, Class A-2 or Class A-3 Certificates, in
            each case as set forth in the preceding clauses (i) - (iv) and
             paid to the Holders of those Classes on that Distribution Date,
         and (b) the aggregate Certificate Balance of the Class A-AB
            Certificates immediately after the allocation made pursuant to
clause (i) above; and                             

                      (vi) sixth to the Holders of the Class A-4
      Certificates in an amount equal to the lesser of (a) the
        Certificate Group 1 Principal Distribution Amount for that
              Distribution Date, reduced by any portion of that amount that is
            allocable to the Class A-1, Class A-2, Class A-3 or Class A-AB
              Certificates, in each case as set forth in the preceding clauses
        (i) - (v) and paid to the Holders of those Classes on that
             Distribution Date, and (b) the aggregate Certificate Balance of
               the Class A-4 Certificates immediately prior to that Distribution
Date;                                             

                    (iii) to the Holders of the Class A Senior Certificates, the
Class X-1 Certificates and the Class X-2 Certificates, pro rata in proportion to
their respective entitlements to reimbursement described in this clause         
(treating principal and interest losses separately), to reimburse any Realized  
Losses previously allocated thereto and not previously fully reimbursed (in the 
case of the Class X Certificates, insofar as Realized Losses have resulted in   
shortfalls in the amount of interest distributed other than by reason of a      
reduction of the Notional Amount), plus interest at the applicable Pass-Through 
Rate on such Realized Losses;                                                   

              (iv) to the Holders of the Class A-M Certificates, the
Distributable Certificate Interest in respect of such Class of Certificates for 
such Distribution Date;                                                         

                  (v) upon payment in full of the Certificate Balance of the
Class A-4 and Class A-1A Certificates, to the Holders of the Class A-M          
Certificates, the Principal Distribution Amount for such Distribution Date      
(reduced by any prior distributions thereof hereunder), until the Certificate   
Balance of the Class A-M Certificates has been reduced to zero;                 

             (vi) to the Holders of the Class A-M Certificates, to
reimburse any Realized Losses previously allocated thereto and not previously   
fully reimbursed, plus one month's interest at the applicable Pass-Through Rate 
on such Realized Losses;                                                        

           (vii) to the Holders of the Class A-J Certificates,
Distributable Certificate Interest for such Distribution Date;                  

                 (viii) upon payment in full of the Certificate Balance of
the Class A-M Certificates, to the Holders of the Class A-J Certificates, the   
Principal Distribution Amount for such Distribution Date (reduced by any portion
of the Principal Distribution Amount distributed to the Holders of the Class A  
Senior and Class A-M Certificates), until the Certificate Balance of the Class  
A-J Certificates has been reduced to zero;                                      

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             (ix) to the Holders of the Class A-J Certificates, to
reimburse any Realized Losses previously allocated thereto and not previously   
fully reimbursed, plus one month's interest at the applicable Pass-Through Rate 
on such Realized Losses;                                                        

       (x) to the Holders of the Class B Certificates,
Distributable Certificate Interest for such Distribution Date;                  

                   (xi) upon payment in full of the Certificate Balance of the
Class A-J Certificates, to the Holders of the Class B Certificates, the         
Principal Distribution Amount for such Distribution Date (reduced by any prior  
distributions thereof hereunder), until the Certificate Balance of the Class B  
Certificates has been reduced to zero;                                          

            (xii) to the Holders of the Class B Certificates, to
reimburse any Realized Losses previously allocated thereto and not previously   
fully reimbursed, plus one month's interest at the applicable Pass-Through Rate 
on such Realized Losses;                                                        

          (xiii) to the Holders of the Class C Certificates,
Distributable Certificate Interest for such Distribution Date;                  

                    (xiv) upon payment in full of the Certificate Balance of the
Class B Certificates, to the Holders of the Class C Certificates, the Principal 
Distribution Amount for such Distribution Date (reduced by any prior            
distributions thereof hereunder), until the Certificate Balance of the Class C  
Certificates has been reduced to zero;                                          

           (xv) to the Holders of the Class C Certificates, to
reimburse any Realized Losses previously allocated thereto and not previously   
fully reimbursed, plus one month's interest at the applicable Pass-Through Rate 
on such Realized Losses;                                                        

         (xvi) to the Holders of the Class D Certificates,
Distributable Certificate Interest for such Distribution Date;                  

                 (xvii) upon payment in full of the Certificate Balance of
the Class C Certificates, to the Holders of the Class D Certificates, the       
Principal Distribution Amount for such Distribution Date (reduced by any prior  
distributions thereof hereunder), until the Certificate Balance of the Class D  
Certificates has been reduced to zero;                                          

              (xviii) to the Holders of the Class D Certificates, to
reimburse any Realized Losses previously allocated thereto and not previously   
fully reimbursed, plus one month's interest at the applicable Pass-Through Rate 
on such Realized Losses;                                                        

         (xix) to the Holders of the Class E Certificates,
Distributable Certificate Interest for such Distribution Date;                  

                   (xx) upon payment in full of the Certificate Balance of the
Class D Certificates, to the Holders of the Class E Certificates, the Principal 
Distribution Amount for such Distribution Date (reduced by any prior            
distributions thereof hereunder), until the Certificate Balance of the Class E  
Certificates has been reduced to zero;                                          

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            (xxi) to the Holders of the Class E Certificates, to
reimburse any Realized Losses previously allocated thereto and not previously   
fully reimbursed, plus one month's interest at the applicable Pass-Through Rate 
on such Realized Losses;                                                        

          (xxii) to the Holders of the Class F Certificates,
Distributable Certificate Interest for such Distribution Date;                  

                  (xxiii) upon payment in full of the Certificate Balance of
the Class E Certificates, to the Holders of the Class F Certificates, the       
Principal Distribution Amount for such Distribution Date (reduced by any prior  
distributions thereof hereunder), until the Certificate Balance of the Class F  
Certificates has been reduced to zero;                                          

             (xxiv) to the Holders of the Class F Certificates, to
reimburse any Realized Losses previously allocated thereto and not previously   
fully reimbursed, plus one month's interest at the applicable Pass-Through Rate 
on such Realized Losses;                                                        

         (xxv) to the Holders of the Class G Certificates,
Distributable Certificate Interest for such Distribution Date;                  

                 (xxvi) upon payment in full of the Certificate Balance of
the Class F Certificates, to the Holders of the Class G Certificates, the       
Principal Distribution Amount for such Distribution Date (reduced by any prior  
distributions thereof hereunder), until the Certificate Balance of the Class G  
Certificates has been reduced to zero;                                          

              (xxvii) to the Holders of the Class G Certificates, to
reimburse any Realized Losses previously allocated thereto and not previously   
fully reimbursed, plus one month's interest at the applicable Pass-Through Rate 
on such Realized Losses;                                                        

            (xxviii) to the Holders of the Class H Certificates,
Distributable Certificate Interest for such Distribution Date;                  

                 (xxix) upon payment in full of the Certificate Balance of
the Class G Certificates, to the Holders of the Class H Certificates, the       
Principal Distribution Amount for such Distribution Date (reduced by any prior  
distributions thereof hereunder), until the Certificate Balance of the Class H  
Certificates has been reduced to zero;                                          

            (xxx) to the Holders of the Class H Certificates, to
reimburse any Realized Losses previously allocated thereto and not previously   
fully reimbursed, plus one month's interest at the applicable Pass-Through Rate 
on such Realized Losses;                                                        

          (xxxi) to the Holders of the Class J Certificates,
Distributable Certificate Interest for such Distribution Date;                  

                  (xxxii) upon payment in full of the Certificate Balance of
the Class H Certificates, to the Holders of the Class J Certificates, the       
Principal Distribution Amount for such Distribution Date (reduced by any prior  
distributions thereof hereunder), until the Certificate Balance of the Class J  
Certificates has been reduced to zero;                                          

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               (xxxiii) to the Holders of the Class J Certificates, to
reimburse any Realized Losses previously allocated thereto and not previously   
fully reimbursed, plus one month's interest at the applicable Pass-Through Rate 
on such Realized Losses;                                                        

           (xxxiv) to the Holders of the Class K Certificates,
Distributable Certificate Interest for such Distribution Date;                  

                 (xxxv) upon payment in full of the Certificate Balance of
the Class J Certificates, to the Holders of the Class K Certificates, the       
Principal Distribution Amount for such Distribution Date (reduced by any prior  
distributions thereof hereunder), until the Certificate Balance of the Class K  
Certificates has been reduced to zero;                                          

              (xxxvi) to the Holders of the Class K Certificates, to
reimburse any Realized Losses previously allocated thereto and not previously   
fully reimbursed, plus one month's interest at the applicable Pass-Through Rate 
on such Realized Losses;                                                        

            (xxxvii) to the Holders of the Class L Certificates,
Distributable Certificate Interest for such Distribution Date;                  

                    (xxxviii) upon payment in full of the Certificate Balance of
the Class K Certificates, to the Holders of the Class L Certificates, the       
Principal Distribution Amount for such Distribution Date (reduced by any prior  
distributions thereof hereunder), until the Certificate Balance of the Class L  
Certificates has been reduced to zero;                                          

              (xxxix) to the Holders of the Class L Certificates, to
reimburse any Realized Losses previously allocated thereto and not previously   
fully reimbursed, plus one month's interest at the applicable Pass-Through Rate 
on such Realized Losses;                                                        

        (xl) to the Holders of the Class M Certificates,
Distributable Certificate Interest for such Distribution Date;                  

                    (xli) upon payment in full of the Certificate Balance of the
Class L Certificates, to the Holders of the Class M Certificates, the Principal 
Distribution Amount for such Distribution Date (reduced by any prior            
distributions thereof hereunder), until the Certificate Balance of the Class M  
Certificates has been reduced to zero;                                          

             (xlii) to the Holders of the Class M Certificates, to
reimburse any Realized Losses previously allocated thereto and not previously   
fully reimbursed, plus one month's interest at the applicable Pass-Through Rate 
on such Realized Losses;                                                        

           (xliii) to the Holders of the Class N Certificates,
Distributable Certificate Interest for such Distribution Date;                  

                 (xliv) upon payment in full of the Certificate Balance of
the Class M Certificates, to the Holders of the Class N Certificates, the       
Principal Distribution Amount for such Distribution Date (reduced by any prior  
distributions thereof hereunder), until the Certificate Balance of the Class N  
Certificates has been reduced to zero;                                          

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            (xlv) to the Holders of the Class N Certificates, to
reimburse any Realized Losses previously allocated thereto and not previously   
fully reimbursed, plus one month's interest at the applicable Pass-Through Rate 
on such Realized Losses;                                                        

          (xlvi) to the Holders of the Class O Certificates,
Distributable Certificate Interest for such Distribution Date;                  

                  (xlvii) upon payment in full of the Certificate Balance of
the Class N Certificates, to the Holders of the Class O Certificates, the       
Principal Distribution Amount for such Distribution Date (reduced by any prior  
distributions thereof hereunder), until the Certificate Balance of the Class O  
Certificates has been reduced to zero;                                          

               (xlviii) to the Holders of the Class O Certificates, to
reimburse any Realized Losses previously allocated thereto and not previously   
fully reimbursed, plus one month's interest at the applicable Pass-Through Rate 
on such Realized Losses;                                                        

          (xlix) to the Holders of the Class P Certificates,
Distributable Certificate Interest for such Distribution Date;                  

                  (l) upon payment in full of the Certificate Balance of the
Class O Certificates, to the Holders of the Class P Certificates, the Principal 
Distribution Amount for such Distribution Date (reduced by any prior            
distributions thereof hereunder), until the Certificate Balance of the Class P  
Certificates has been reduced to zero;                                          

           (li) to the Holders of the Class P Certificates, to
reimburse any Realized Losses previously allocated thereto and not previously   
fully reimbursed, plus one month's interest at the applicable Pass-Through Rate 
on such Realized Losses; and                                                    

                    (lii) to the Holders of the Class R-III Certificates at such
time as the Certificate Balances of all Classes of REMIC Regular Certificates   
have been reduced to zero, and Realized Losses (including interest thereon)     
previously allocated to each Holder have been reimbursed to the Holders of the  
REMIC Regular Certificates, any amounts remaining of Available Distribution     
Amount on deposit in the Distribution Account.                                  

      Notwithstanding the foregoing, on each Distribution Date
occurring on or after the earliest date, if any, upon which the Aggregate       
Certificate Balance of all Classes of Subordinate Certificates has been reduced 
to zero, or the aggregate Appraisal Reduction in effect is greater than or equal
to the Aggregate Certificate Balance of all Classes of Subordinate Certificates,
the Principal Distribution Amount will be distributed: first to the Class A-1,  
Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates, pro    
rata, based on their respective Certificate Balances, in reduction of their     
respective Certificate Balances, until the Certificate Balance of each such     
Class is reduced to zero; and second to the Class A-1, Class A-2, Class A-3,    
Class A-AB, Class A-4 and Class A-1A Certificates, pro rata, based on the       
respective amounts of unreimbursed Realized Losses previously allocated to such 
Class, plus one month's interest on such Realized Losses at the applicable      
Pass-Through Rate. A similar rule shall apply to the distribution of the        
Principal Distribution Amount to REMIC II Regular Interests A-1-1, A-1-2, A-2-1,
A-2-2, A-2-3, A-2-4, A-4-1, A-4-2, A-4-3, A-4-4, A-1A-1, A-1A-2, A-1A-3, A-1A-4,
A-1A-5, A-1A-6, A-1A-7 and A-1A-8; provided that sequential payments            

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shall be made to the REMIC II Regular Interests as set forth in clauses (i)     
through (iv) of Section 6.3(a).                                                 

            (b) On each Distribution Date, the Paying Agent shall withdraw
amounts in the Reserve Account and shall pay the Certificateholders on such     
Distribution Date such amounts in the following priority:                       

                    (i) First, to reimburse the Holders of the Principal Balance
Certificates (in order of alphabetical Class designation (provided that the     
Class A-M Certificates will be senior in right the Class A-J Certificates)) for 
any, and to the extent of, Unpaid Interest;                                     

              (ii) Second, to reimburse the Holders of the Principal
Balance Certificates (in order of alphabetical Class designation (provided that 
the Class A-M Certificates will be senior in right the Class A-J Certificates)) 
for any, and to the extent of, Realized Losses previously allocated to them; and

                    (iii) Third, upon the reduction of the Aggregate Certificate
Balance of the Principal Balance Certificates to zero, to pay any amounts       
remaining on deposit in such account to the Special Servicer as additional      
Special Servicer Compensation.                                                  

               This Section 6.5(b) shall apply mutatis mutandis to reimbursement
of Realized Losses previously allocated to the REMIC II Regular Interests.      

            (c) On each Distribution Date, the Paying Agent shall withdraw
from the Excess Interest Sub-account any Excess Interest on deposit therein, and
the Paying Agent shall pay such Excess Interest on such Distribution Date to the
Holders of the Class P Certificates (even if the Certificate Balance of the     
Class P Certificates has been reduced to zero for any reason).                  

           Section 6.6 Allocation of Realized Losses, Expense Losses and
Shortfalls Due to Nonrecoverability.                                            

           (a) REMIC I. On each Distribution Date, except as provided in
subsection (b) below,                                                           

                    (i) Realized Principal Losses on each Mortgage Loan realized
during the related Collection Period shall reduce the Certificate Balance of the
Corresponding REMIC I Regular Interest;                                         

                    (ii) Realized Interest Losses on each Mortgage Loan shall be
allocated to reduce first, Distributable Certificate Interest for such          
Distribution Date, and then Unpaid Interest in each case owing on the           
Corresponding REMIC I Regular Interest; and to the extent that such Realized    
Interest Loss exceeds such amount, shall be treated as an Expense Loss; and     

                   (iii) Expense Losses (not otherwise applied above) realized
during the related Collection Period shall be allocated among the REMIC I       
Regular Interests in proportion to their Certificate Balances and treated as    
Realized Principal Losses to the extent so allocated (and shall proportionately 
reduce the Certificate Balance of each REMIC I Regular Interest) after making   
all other allocations for such Distribution Date.                               

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             (b) If the Master Servicer, the Special Servicer or the Trustee
determines that an Advance previously made by it (whether such Advance (together
with Advance Interest thereon) was in respect of principal or interest on the   
related Mortgage Loan or a Servicing Advance) is a Nonrecoverable Advance and   
the Master Servicer withdraws the amount of such Advance from the Certificate   
Account pursuant to Section 5.2(a) hereof (which amount shall be treated as an  
Available Advance Reimbursement Amount pursuant to Section 4.6) or if the Master
Servicer determines that any Unliquidated Advance has become a Nonrecoverable   
Advance, the Master Servicer (after consultation with the Special Servicer)     
shall compute the Realized Loss with respect to such Mortgage Loan (and the     
Paying Agent shall allocate the Realized Loss) as follows:                      

                   (i) the amount withdrawn from the Certificate Account shall
be treated as Realized Principal Losses up to the amount of the aggregate amount
in the Collection Account allocable to principal received with respect to the   
Mortgage Loans for such Collection Period contemplated by clause (I)(A) of the  
definition of Principal Distribution Amount, and shall be allocated to the      
Corresponding REMIC I Regular Interest in accordance with Section 6.6(a)(i) (and
to the extent that any Realized Principal Loss exceeds the Certificate Balance  
of the Corresponding REMIC I Regular Interest, such Realized Principal Loss     
shall be allocated to the other Corresponding REMIC I Regular Interests in      
accordance with Section 6.6(a)(iii)), and such withdrawal shall reduce the      
principal paid on each such REMIC I Regular Interest on which principal would   
otherwise be paid on such Distribution Date, in proportion to such principal    
payments; and                                                                   

                  (ii) if the amount that the Master Servicer withdraws from
the Certificate Account as referenced in clause (b)(i) above exceeds such amount
allocable to principal received with respect to the Mortgage Loans for such     
Collection Period, then such additional amounts shall constitute Unpaid         
Interest, and shall be allocated to the REMIC I Regular Interests on a pro rata 
basis based upon the amount of accrued and unpaid interest thereon.             

               (c) If (x) a Final Recovery Determination is made with respect to
any Mortgage Loan with respect to which the Master Servicer previously had      
withdrawn amounts from the Certificate Account following a determination that   
Advances previously made were Nonrecoverable Advances and Realized Losses were  
computed and allocated pursuant to clauses (a) and (b) above, and (y) amounts   
are recovered thereafter:                                                       

                 (i) the portion of the amount of collections recovered on
the Mortgage Loan that is identified and applied by the Master Servicer as      
recoveries of principal shall be applied by the Paying Agent first, to make     
payments of principal on the Corresponding REMIC I Regular Interest up to an    
amount equal to the Realized Principal Losses previously allocated thereto as a 
result of the reimbursement of Nonrecoverable Advances or Advance Interest (and 
the Principal Balance of the Mortgage Loan and the related Certificate Balance  
of the Corresponding REMIC I Regular Interest shall be correspondingly          
increased), and thereafter to make payments of principal to the Corresponding   
REMIC I Regular Interests with respect to which principal distributions were    
reduced pursuant to Section 6.6(b)(i) above, in proportion to the amount of such
reductions; and                                                                 

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                (ii) the portion of the amount recovered on the Mortgage
Loan that is identified and applied by the Master Servicer as recoveries of     
interest shall be applied by the Paying Agent to make payments of Unpaid        
Interest on the REMIC I Regular Interests with respect to which Unpaid Interest 
was allocated pursuant to Section 6.6(b)(ii).                                   

             (d) REMIC II. On each Distribution Date, all Realized Losses on
the REMIC I Interests for such Distribution Date (or for prior Distribution     
Dates, to the extent not previously allocated) shall be allocated to the        
Corresponding REMIC II Regular Interests in the amounts and in the manner as are
allocated to the REMIC III Regular Interests related thereto pursuant to Section
6.6(f); provided, however, that Realized Losses shall be allocated among two or 
more Corresponding REMIC II Regular Interests that correspond to a Class of     
Principal Balance Certificates sequentially in alphabetical and numerical order.
Realized Losses allocated to the Class X Certificates shall reduce the amount of
interest payable on the REMIC II Regular Interest A-1-1, REMIC II Regular       
Interest A-1-2, REMIC II Regular Interest A-2-1, REMIC II Regular Interest      
A-2-2, REMIC II Regular Interest A-2-3, REMIC II Regular Interest A-2-4, REMIC  
II Regular Interest A-3, REMIC II Regular Interest A-AB, REMIC II Regular       
Interest A-4-1, REMIC II Regular Interest A-4-2, REMIC II Regular Interest      
A-4-3, REMIC II Regular Interest A-4-4, REMIC II Regular Interest A-1A-1, REMIC 
II Regular Interest A-1A-2, REMIC II Regular Interest A-1A-3, REMIC II Regular  
Interest A-1A-4, REMIC II Regular Interest A-1A-5, REMIC II Regular Interest    
A-1A-6, REMIC II Regular Interest A-1A-7, REMIC II Regular Interest A-1A-8,     
REMIC II Regular Interest A-M, REMIC II Regular Interest A-J-1, REMIC II Regular
Interest A-J-2, REMIC II Regular Interest B-1, REMIC II Regular Interest B-2,   
REMIC II Regular Interest B-3, REMIC II Regular Interest C, REMIC II Regular    
Interest D-1, REMIC II Regular Interest D-2, REMIC II Regular Interest E, REMIC 
II Regular Interest F-1, REMIC II Regular Interest F-2, REMIC II Regular        
Interest G, REMIC II Regular Interest H-1, REMIC II Regular Interest H-2, REMIC 
II Regular Interest J, REMIC II Regular Interest K, REMIC II Regular Interest L,
REMIC II Regular Interest M, REMIC II Regular Interest N, REMIC II Regular      
Interest O and REMIC II Regular Interest P, which reduction shall be allocated  
pro rata based on the product of the Certificate Balance of such REMIC II       
Regular Interest and the sum of the Class X-1 Strip Rate and the Class X-2 Strip
Rate (if any) applicable to the Class of Certificates relating to such REMIC II 
Regular Interest.                                                               

(e) Reserved.                                     

              (f) REMIC III. On each Distribution Date, all Realized Losses on
the REMIC II Regular Interests for such Distribution Date (or for prior         
Distribution Dates, to the extent not previously allocated) shall be allocated  
to the REMIC III Regular Interests in Reverse Sequential Order, in each case    
reducing (A) first, the Certificate Balance of such Class until such Certificate
Balance is reduced to zero (in the case of the REMIC III Regular Interests other
than the Class X Certificates); (B) second, Unpaid Interest owing to such Class 
to the extent thereof and (C) third, Distributable Certificate Interest owing to
such Class, provided, that such reductions shall be allocated among the Class   
A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-AB    
Certificates, Class A-4 Certificates, Class A-1A Certificates, Class X-1        
Certificates and Class X-2 Certificates, pro rata, based upon their outstanding 
Certificate Balances or accrued interest, as the case may be, and provided      
further, that Realized Losses shall not reduce the Aggregate Certificate Balance
of the REMIC Regular Certificates below the sum of the Aggregate Certificate    
Balances of the REMIC II Regular Interests.                                     

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          Section 6.7 Prepayment Interest Shortfalls and Net Aggregate
Prepayment Interest Shortfalls.                                                 

            (a) On each Distribution Date, the amount of any Net Aggregate
Prepayment Interest Shortfalls in REMIC I shall be allocated among the REMIC I  
Regular Interests, pro rata in proportion to the Accrued Certificate Interest   
for each such REMIC I Regular Interest for such Distribution Date and shall     
reduce Distributable Certificate Interest for each such Interest. On each       
Distribution Date, the amount of any Net Aggregate Prepayment Interest          
Shortfalls in REMIC II shall be allocated among the REMIC II Regular Interests, 
pro rata in proportion to the Accrued Certificate Interest for each such REMIC  
II Regular Interest for such Distribution Date and shall reduce Distributable   
Certificate Interest for each such Interest. On each Distribution Date, the     
amount of any Net Aggregate Prepayment Interest Shortfalls in REMIC III shall be
allocated to each Class of Certificates, pro rata, in proportion to the amount  
of Accrued Certificate Interest payable to such Class of Certificates on such   
Distribution Date and shall reduce the Distributable Certificate Interest for   
such Class for such Distribution Date. No Prepayment Interest Shortfall with    
respect to a Serviced Companion Mortgage Loan or a B Note shall be allocated to 
any Class of Certificates.                                                      

            Section 6.8 Adjustment of Servicing Fees. The Master Servicing
Fee payable to the Master Servicer shall be adjusted as provided in Section     
8.10(c) herein. Any amount retained by REMIC I as a result of a reduction of the
Master Servicing Fee shall be treated as interest collected with respect to the 
prepaid Mortgage Loans with respect to which the Master Servicing Fee adjustment
occurs.                                                                         

          Section 6.9 Appraisal Reductions. Not later than the date on
which an Appraisal Event occurs, the Special Servicer shall have obtained (A) an
Appraisal of the Mortgaged Property securing the related Mortgage Loan, Loan    
Pair or A/B Mortgage Loan, if the Principal Balance of such Mortgage Loan, Loan 
Pair or A/B Mortgage Loan exceeds $2,000,000 or (B) at the option of the Special
Servicer, if such Principal Balance is less than or equal to $2,000,000, either 
an internal valuation prepared by the Special Servicer in accordance with MAI   
standards or an Appraisal which in all cases shall be completed as of the date  
that such Mortgage Loan, Loan Pair or A/B Mortgage Loan becomes a Required      
Appraisal Loan; provided that if the Special Servicer had completed or obtained 
an Appraisal or internal valuation within the immediately prior 12 months, the  
Special Servicer may rely on such Appraisal or internal valuation and shall have
no duty to prepare a new Appraisal or internal valuation, unless such reliance  
would not be in accordance with the Servicing Standard; provided, further, that 
if the Special Servicer is required to obtain an Appraisal of a Mortgaged       
Property after receipt of the notice described in clause (ii) of the definition 
of Appraisal Event, such Appraisal will be obtained no later than 60 days after 
receipt of such notice and an internal valuation will be obtained no later than 
60 days after receipt of such notice. Notwithstanding the foregoing, an         
Appraisal shall not be required so long as a guaranty or surety bond that is    
rated at least "BBB-" (or its equivalent) by a nationally recognized statistical
rating organization, or debt service reserve or a letter of credit is available 
and has the ability to pay off the then outstanding Principal Balance of the    
Mortgage Loan in full, except to the extent that the Special Servicer, in       
accordance with the Servicing Standard, determines that obtaining an Appraisal  
is in the best interests of the Certificateholders. Such Appraisal or valuation 
shall be conducted in accordance with the definition of "market value" as set   
forth in 12 C.F.R. ss. 225.62 and shall be updated at least annually to the     
extent such Mortgage Loan remains a Required Appraisal Loan. The cost of        

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any such Appraisal or valuation, if not performed by the Special Servicer, shall
be an expense of the Trust (and any related B Note) and may be paid from REO    
Income or, to the extent collections from such related Mortgage Loan, B Note,   
Loan Pair or Mortgaged Property does not cover the expense, such unpaid expense 
shall be, subject to Section 4.4 hereof, advanced by the Master Servicer at the 
request of the Special Servicer or by the Special Servicer pursuant to Section  
4.2 in which event it shall be treated as a Servicing Advance. The Master       
Servicer, based on the Appraisal or internal valuation provided to it by the    
Special Servicer, shall calculate any Appraisal Reduction. The Master Servicer  
shall calculate or recalculate the Appraisal Reduction for any Mortgage Loan, B 
Note and Loan Pair based on updated Appraisals or internal valuations provided  
from time to time to it by the Special Servicer and report such amount to the   
Trustee annually. Notwithstanding the foregoing, the terms of this Section 6.9  
shall not be applicable to any Non-Serviced Mortgage Loan if the applicable     
Non-Serviced Mortgage Loan Special Servicer shall have performed such           
obligations with respect to such Mortgage Loan pursuant to the terms of the     
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.             

    Section 6.10 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement to the contrary, the      
Paying Agent on behalf of the Trustee shall comply with all federal withholding 
requirements with respect to payments to Certificateholders of interest,        
original issue discount, or other amounts that the Paying Agent reasonably      
believes are applicable under the Code. The consent of Certificateholders shall 
not be required for any such withholding and any amount so withheld shall be    
regarded as distributed to the related Certificateholders for purposes of this  
Agreement. In the event the Paying Agent withholds any amount from payments made
to any Certificateholder pursuant to federal withholding requirements, the      
Paying Agent shall indicate to such Certificateholder the amount withheld. The  
Trustee shall not be responsible for the Paying Agent's failure to comply with  
any withholding requirements.                                                   

      Section 6.11 Prepayment Premiums. Any Prepayment Premium
collected with respect to a Mortgage Loan (but not a B Note or Serviced         
Companion Mortgage Loan, which Prepayment Premium is payable to the Holder of   
the related B Note or the Holder of the related Serviced Companion Mortgage     
Loan, as applicable) during any particular Collection Period will be deemed     
distributed to the Trustee by the Paying Agent on the following Distribution    
Date as follows: (i) first, the Paying Agent shall be deemed to distribute to   
the Trustee, as Holder of the REMIC I Regular Interest to which such Mortgage   
Loan relates, any Prepayment Premiums collected on or with respect to such      
Mortgage Loan; and (ii) second, the Paying Agent shall be deemed to distribute  
to the Trustee, as Holder of the REMIC II Regular Interests, any Prepayment     
Premiums deemed distributed to the REMIC I Regular Interests, and shall be      
deemed to distribute such Prepayment Premiums to the REMIC II Regular Interest  
then entitled to distributions of principal from the Principal Distribution     
Amount (or, if more than one Class of REMIC II Regular Interests is then        
entitled to distributions of principal from the Principal Distribution Amount,  
such Prepayment Premiums shall be deemed distributed among such Classes pro rata
in accordance with the relevant amounts of entitlements to distributions of     
principal). Following such deemed distributions, (A) any Prepayment Premiums    
collected in respect of each Mortgage Loan included in Loan Group 1 during the  
related Collection Period shall be distributed by the Paying Agent on the       
Classes of Certificates as follows: to the Holders of the respective Classes of 
Principal Balance Certificates (other than the Class A-1A, Class J, Class K,    
Class L, Class M, Class N, Class O and Class P Certificates), then entitled to  

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distributions of principal from the Principal Distribution Amount for such      
Distribution Date, will be entitled to, and the Paying Agent on behalf of the   
Trustee will pay to such Holder(s), an amount equal to, in the case of each such
Class, the product of (a) a fraction, the numerator of which is the amount      
distributed as principal to the Holders of that Class on that Distribution Date,
and the denominator of which is the total amount distributed as principal to the
Holders of all Classes of Certificates (other than the Class A-1A Certificates) 
on that Distribution Date, (b) the Base Interest Fraction for the related       
Principal Prepayment and that Class of Certificates and (c) the aggregate amount
of all such Prepayment Premiums collected from the Mortgage Loans in Loan Group 
1 during the related Collection Period and (B) any Prepayment Premiums collected
in respect of each Mortgage Loan included in Loan Group 2 during the related    
Collection Period shall be distributed by the Paying Agent on the Classes of    
Certificates as follows: to the Holders of the Class A-1A Certificates, then    
entitled to distributions of principal from the Principal Distribution Amount   
for such Distribution Date, will be entitled to, and the Paying Agent on behalf 
of the Trustee will pay to such Holder(s), an amount equal to the product of (a)
the Base Interest Fraction for the related Principal Prepayment and that Class  
of Certificates and (b) the aggregate amount of Prepayment Premiums collected   
from the Mortgage Loans in Loan Group 2 during the related Collection Period.   
Any portion of any such Prepayment Premium (from either Loan Group 1 or Loan    
Group 2) that is not so distributed to the Holders of such Principal Balance    
Certificates pursuant to clauses (A) or (B) of the preceding sentence will be   
distributed to the Holders of the Class X Certificates. On any Distribution Date
on or before the Distribution Date in April 2012, 74% of the Prepayment Premium 
that is not so distributed to the Holders of such Principal Balance Certificates
will be distributed to the Holders of the Class X-1 Certificates and 26% or the 
Prepayment Premium that is not so distributed to the Holders of such Principal  
Balance Certificates will be distributed to the Holders of the Class X-2        
Certificates. After the Distribution Date in April 2012, any portion of such    
Prepayment Premium that is not so distributed to the Holders of such Principal  
Balance Certificates will be distributed to the Holders of the Class X-1        
Certificates.                                                                   

ARTICLE VII 
 CONCERNING THE TRUSTEE, THE PAYING AGENT AND THE LUXEMBOURG
PAYING AGENT

     Section 7.1 Duties of the Trustee and the Paying Agent.

          (a) The Trustee and the Paying Agent each shall undertake to
perform only those duties as are specifically set forth in this Agreement and no
implied covenants or obligations shall be read into this Agreement against the  
Trustee or the Paying Agent. Any permissive right of the Trustee or the Paying  
Agent provided for in this Agreement shall not be construed as a duty of the    
Trustee or the Paying Agent. The Trustee and the Paying Agent each shall        
exercise such of the rights and powers vested in it by this Agreement and       
following the occurrence and during the continuation of any Event of Default    
hereunder, the Trustee and the Paying Agent each shall use the same degree of   
care and skill in its exercise as a prudent Person would exercise or use under  
the circumstances in the conduct of such Person's own affairs.                  

              (b) The Trustee or the Paying Agent, as applicable, upon receipt
of all resolutions, certificates, statements, opinions, reports, documents,     
orders or other instruments furnished to the Trustee or the Paying Agent , as   
the case may be, which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine                    

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whether they on their face conform to the requirements of this Agreement;       
provided that the Trustee or the Paying Agent, as the case may be, shall not be 
responsible for the accuracy or content of any such resolution, certificate,    
statement, opinion, report, document, order or other instrument furnished by the
Master Servicer or any other Person to it pursuant to this Agreement. If any    
such instrument is found on its face not to conform to the requirements of this 
Agreement, the Trustee or the Paying Agent shall request the providing party to 
correct the instrument and if not so corrected, the Paying Agent shall inform   
the Certificateholders.                                                         

           (c) Neither the Trustee nor the Paying Agent nor any of their
respective directors, officers, employees, agents or Controlling Persons shall  
have any liability to the Trust or the Certificateholders arising out of or in  
connection with this Agreement, except for their respective negligence or       
willful misconduct. No provision of this Agreement shall be construed to relieve
the Trustee, the Paying Agent or any of their respective directors, officers,   
employees, agents or Controlling Persons from liability for their own negligent 
action, their own negligent failure to act or their own willful misconduct or   
bad faith; provided that:                                                       

               (i) neither the Trustee nor the Paying Agent nor any of
their respective directors, officers, employees, agents or Controlling Persons  
shall be personally liable with respect to any action taken, suffered or omitted
to be taken by it in its reasonable business judgment in accordance with this   
Agreement or at the direction of Holders of Certificates evidencing not less    
than a majority of the outstanding Certificate Balance of the Certificates;     

                    (ii) no provision of this Agreement shall require either the
Trustee or the Paying Agent to expend or risk its own funds or otherwise incur  
any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such   
risk or liability is not reasonably assured to it;                              

                  (iii) neither the Trustee, nor the Paying Agent nor any of
their respective directors, officers, employees, agents or Controlling Persons  
shall be responsible for any act or omission of the Master Servicer, the Special
Servicer, the Depositor or either Seller, or for the acts or omissions of each  
other, including, without limitation, in connection with actions taken pursuant 
to this Agreement;                                                              

                    (iv) the execution by the Trustee or the Paying Agent of any
forms or plans of liquidation in connection with any REMIC Pool shall not       
constitute a representation by the Trustee or the Paying Agent as to the        
adequacy of such form or plan of liquidation;                                   

                   (v) neither the Trustee nor the Paying Agent shall be under
any obligation to appear in, prosecute or defend any legal action which is not  
incidental to its duties as Trustee or the Paying Agent, as applicable in       
accordance with this Agreement. In such event, all legal expense and costs of   
such action shall be expenses and costs of the Trust, and the Trustee and the   
Paying Agent shall be entitled to be reimbursed therefor from the Certificate   
Account pursuant to Section 5.2(a)(vi); and                                     

              (vi) neither the Trustee nor the Paying Agent shall be
charged with knowledge of any failure by the Master Servicer or the Special     
Servicer or by each other to comply with its obligations under this Agreement or
any act, failure, or breach of any Person                                       

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upon the occurrence of which the Trustee or the Paying Agent may be required to 
act, unless a Responsible Officer of the Trustee or the Paying Agent, as the    
case may be, obtains actual knowledge of such failure.                          

              (d) For so long as the Certificates are listed on the Luxembourg
Stock Exchange, the Depositor shall cause the continuing obligations under the  
listing rules for the Luxembourg Stock Exchange to be complied with in respect  
of the Certificates. The Trustee and the Paying Agent shall not be liable for a 
failure in compliance with such continuing obligations under the listing rules  
of the Luxembourg Stock Exchange if such failure is caused by the negligence or 
willful misconduct of the Luxembourg Paying Agent.                              

              Section 7.2 Certain Matters Affecting the Trustee and the Paying
Agent.                                                                          

(a) Except as otherwise provided in Section 7.1:  

                  (i) the Trustee and the Paying Agent each may request, and
may rely and shall be protected in acting or refraining from acting upon any    
resolution, Officer's Certificate, certificate of auditors or any other         
certificate, statement, instrument, opinion, report, notice, request, consent,  
order, appraisal, bond or other paper or document believed by it to be genuine  
and to have been signed or presented by the proper party or parties;            

                   (ii) the Trustee and the Paying Agent each may consult with
counsel and the advice of such counsel and any Opinion of Counsel shall be full 
and complete authorization and protection in respect of any action taken or     
suffered or omitted by it hereunder in good faith and in accordance with such   
advice or Opinion of Counsel;                                                   

                 (iii) neither the Trustee nor the Paying Agent nor any of
their respective directors, officers, employees, agents or Controlling Persons  
shall be personally liable for any action taken, suffered or omitted by such    
Person in its reasonable business judgment and reasonably believed by it to be  
authorized or within the discretion or rights or powers conferred upon it by    
this Agreement;                                                                 

                    (iv) the Trustee and the Paying Agent shall not be under any
obligation to exercise any remedies after default as specified in this Agreement
or to institute, conduct or defend any litigation hereunder or relating hereto  
or make any investigation into the facts or matters stated in any resolution,   
certificate, statement, instrument, opinion, report, notice, request, consent,  
order, approval, bond or other paper or document (provided the same appears     
regular on its face), unless requested in writing to do so by Holders of at     
least 25% of the Aggregate Certificate Balance of the Certificates then         
outstanding provided that, if the payment within a reasonable time to the       
Trustee or the Paying Agent, as applicable, of the costs, expenses or           
liabilities likely to be incurred by it in connection with the foregoing is, in 
the opinion of such Person not reasonably assured to such Person by the security
afforded to it by the terms of this Agreement, such Person may require          
reasonable indemnity against such expense or liability or payment of such       
estimated expenses as a condition to proceeding. The reasonable expenses of the 
Trustee or the Paying Agent, as applicable, shall be paid by the                
Certificateholders requesting such examination;                                 

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                    (v) the Trustee and the Paying Agent each may execute any of
the trusts or powers hereunder or perform any duties hereunder either directly  
or by or through agents or attorneys, which agents or attorneys shall have any  
or all of the rights, powers, duties and obligations of the Trustee and the     
Paying Agent conferred on them by such appointment; provided that each of the   
Trustee and the Paying Agent, as the case may be, shall continue to be          
responsible for its duties and obligations hereunder and shall not be liable for
the actions or omissions of the Master Servicer, the Special Servicer, the      
Depositor or the actions or omissions of each other;                            

              (vi) neither the Trustee nor the Paying Agent shall be
required to obtain a deficiency judgment against a Mortgagor;                   

               (vii) neither the Trustee nor the Paying Agent shall be
required to expend its own funds or otherwise incur any financial liability in  
the performance of any of its duties hereunder if it shall have reasonable      
grounds for believing that repayment of such funds or adequate indemnity against
such liability is not assured to it;                                            

                (viii) neither the Trustee nor the Paying Agent shall be
liable for any loss on any investment of funds pursuant to this Agreement;      

                   (ix) unless otherwise specifically required by law, neither
the Trustee nor the Paying Agent shall be required to post any surety or bond of
any kind in connection with the execution or performance of its duties          
hereunder; and                                                                  

                   (x) except as specifically provided hereunder in connection
with the performance of its specific duties, neither the Trustee nor the Paying 
Agent shall be responsible for any act or omission of the Master Servicer, the  
Special Servicer, the Depositor or of each other.                               

              (b) Following the Closing Date, the Trustee shall not accept any
contribution of assets to the Trust not specifically contemplated by this       
Agreement unless the Trustee shall have received a Nondisqualification Opinion  
at the expense of the Person desiring to contribute such assets with respect to 
such contribution.                                                              

               (c) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the     
possession of any of the Certificates, or the production thereof at the trial or
any proceeding relating thereto, and any such suit, action or proceeding        
instituted by the Trustee shall be brought in its name for the benefit of all   
the Holders of such Certificates, subject to the provisions of this Agreement.  

              (d) The Trustee shall timely pay, from its own funds, the amount
of any and all federal, state and local taxes imposed on the Trust or its assets
or transactions including, without limitation, (A) "prohibited transaction"     
penalty taxes as defined in Section 860F of the Code, if, when and as the same  
shall be due and payable, (B) any tax on contributions to a REMIC after the     
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net     
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only to the extent such taxes arise out of a breach by the Trustee of its       
obligations hereunder, which breach constitutes negligence or willful misconduct
of the Trustee.                                                                 

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            (e) The Paying Agent shall timely pay, from its own funds, the
amount of any and all federal, state and local taxes imposed on the Trust or its
assets or transactions including, without limitation, (A) "prohibited           
transaction" penalty taxes as defined in Section 860F of the Code, if, when and 
as the same shall be due and payable, (B) any tax on contributions to a REMIC   
after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the     
Code, but only to the extent such taxes arise out of a breach by the Paying     
Agent of its obligations hereunder, which breach constitutes negligence or      
willful misconduct of the Paying Agent.                                         

         Section 7.3 The Trustee and the Paying Agent Not Liable for
Certificates or Interests or Mortgage Loans. The Trustee and the Paying Agent   
each makes no representations as to the validity or sufficiency of this         
Agreement, the information contained in the Private Placement Memorandum, the   
Preliminary Prospectus Supplement, the Final Prospectus Supplement or Prospectus
for the REMIC III Certificates or Residual Certificates (other than the         
Certificate of Authentication on the Certificates if the Paying Agent is the    
Authenticating Agent) or of any Mortgage Loan, Assignment of Mortgage or related
document save that (i) each of the Trustee and the Paying Agent represents that,
assuming due execution and delivery by the other parties hereto, this Agreement 
has been duly authorized, executed and delivered by it and constitutes its valid
and binding obligation, enforceable against it in accordance with its terms     
except that such enforceability may be subject to (A) applicable bankruptcy and 
insolvency laws and other similar laws affecting the enforcement of the rights  
of creditors generally, and (B) general principles of equity regardless of      
whether such enforcement is considered in a proceeding in equity or at law and  
(ii) the Trustee represents that, assuming due execution and delivery by the    
other parties hereto, this Agreement has been duly authorized, executed and     
delivered by it and constitutes its valid and binding obligation, enforceable   
against it in accordance with its terms except that such enforceability may be  
subject to (A) applicable bankruptcy and insolvency laws and other similar laws 
affecting the enforcement of the rights of creditors generally, and (B) general 
principles of equity regardless of whether such enforcement is considered in a  
proceeding in equity or at law. None of the Trustee or the Paying Agent shall be
accountable for the use or application by the Depositor or the Master Servicer  
or the Special Servicer or by each other of any of the Certificates or any of   
the proceeds of such Certificates, or for the use or application by the         
Depositor or the Master Servicer or the Special Servicer or by each other of    
funds paid in consideration of the assignment of the Mortgage Loans to the Trust
or deposited into the Distribution Account or any other fund or account         
maintained with respect to the Certificates or any account maintained pursuant  
to this Agreement or for investment of any such amounts. No recourse shall be   
had for any claim based on any provisions of this Agreement, the Private        
Placement Memorandum, the Preliminary Prospectus Supplement, the Final          
Prospectus Supplement, the Prospectus or the Certificates (except with respect  
to the Trustee to the extent of information furnished by the Trustee under the  
heading "Transaction Parties - The Trustee and the Custodian - The Trustee"     
(only with respect to paragraph one), "- Duties of the Trustee" (only with      
respect to paragraph two), "- The Custodian" (other than with respect to        
sentences one through four and the last paragraph) and the last six sentences of
the paragraph under the heading "Risk Factors - Conflicts of Interest May Have  
an Adverse Effect on Your Certificates - Other Conflicts" (collectively, the    
"Trustee Disclosure Sections") and with respect to the Paying Agent, to the     
extent of information furnished by the Paying Agent (A) under the heading       
"Transaction Parties--The Paying Agent, Certificate Registrar and Authenticating
Agent" (only with respect to the first paragraph and the first and second       
sentence                                                                        

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of the second paragraph), and (B) under the heading "The Paying Agent,          
Certificate Registrar and Authenticating Agent--Paying Agent" (except with      
respect to the last paragraph thereunder) (collectively, the "Paying Agent      
Disclosure Sections") each in the Preliminary Prospectus Supplement and the     
Final Prospectus Supplement), the Mortgage Loans or the assignment thereof      
against the Trustee or the Paying Agent in such Person's individual capacity and
any such claim shall be asserted solely against the Trust or any indemnitor who 
shall furnish indemnity as provided herein. Neither the Trustee nor the Paying  
Agent shall be liable for any action or failure of any action by the Depositor  
or the Master Servicer or the Special Servicer or by each other hereunder.      
Neither the Trustee nor the Paying Agent shall at any time have any             
responsibility or liability for or with respect to the legality, validity or    
enforceability of the Mortgages or the Mortgage Loans, or the perfection and    
priority of the Mortgages or the maintenance of any such perfection and         
priority, or for or with respect to the efficacy of the Trust or its ability to 
generate the payments to be distributed to Certificateholders under this        
Agreement, including, without limitation, the existence, condition and ownership
of any Mortgaged Property; the existence and enforceability of any hazard       
insurance thereon; the validity of the assignment of the Mortgage Loans to the  
Trust or of any intervening assignment; the completeness of the Mortgage Loans; 
the performance or enforcement of the Mortgage Loans (other than if the Trustee 
shall assume the duties of the Master Servicer); the compliance by the          
Depositor, each Seller, the Mortgagor or the Master Servicer or the Special     
Servicer or by each other with any warranty or representation made under this   
Agreement or in any related document or the accuracy of any such warranty or    
representation made under this Agreement or in any related document prior to the
receipt by a Responsible Officer of the Trustee of notice or other discovery of 
any non-compliance therewith or any breach thereof; any investment of monies by 
or at the direction of the Master Servicer or the Special Servicer or any loss  
resulting therefrom; the failure of the Master Servicer or any Sub-Servicer or  
the Special Servicer to act or perform any duties required of it on behalf of   
the Trustee hereunder; or any action by the Trustee taken at the instruction of 
the Master Servicer or the Special Servicer.                                    

  Section 7.4 The Trustee and the Paying Agent May Own
Certificates. Each of the Trustee and the Paying Agent in its individual or any 
other capacity may become the owner or pledgee of Certificates with the same    
rights it would have if it were not the Trustee or the Paying Agent, as the case
may be.                                                                         

          Section 7.5 Eligibility Requirements for the Trustee and the
Paying Agent. The Trustee hereunder shall at all times be (i) an institution    
insured by the FDIC, (ii) a corporation, national bank or national banking      
association, organized and doing business under the laws of the United States of
America or of any state, authorized to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to        
supervision or examination by federal or state authority, and (iii) an          
institution whose short-term debt obligations are at all times rated not less   
than "A-1" by S&P, not less than "R-1(middle)" by DBRS or, if not rated by DBRS,
an equivalent rating such as that listed above by at least one nationally       
recognized statistical rating organization (which may include S&P, Fitch and/or 
Moody's) and whose long-term senior unsecured debt is at all times rated not    
less than "AA-" by Fitch (or "A+" by Fitch if the Trustee's short-term unsecured
debt is rated at least "F-1" by Fitch), "AA-" by S&P (or "A+" by S&P if the     
Trustee's short-term unsecured debt is rated at least "A-1" by S&P) and         
"AA(low)" by DBRS (or, if not rated by DBRS, an equivalent rating (such as those
listed above for Fitch and S&P) by at least two nationally recognized           
statistical rating organizations (which may include S&P, Fitch and/or Moody's)),
or otherwise acceptable                                                         

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to the Rating Agencies as evidenced by a Rating Agency Confirmation, provided,  
that if a Fiscal Agent meeting the requirements of Section 7.19(a) is then      
currently acting in such capacity, and has a long term unsecured debt rating of 
at least "AA-" by Fitch (or "A+" by Fitch if the Fiscal Agent's short-term      
unsecured debt is rated at least "F-1" by Fitch), "AA-" by S&P (or "A+" by S&P  
if the Fiscal Agent's short-term unsecured debt is rated at least "A-1" by S&P) 
and "AA(low)" by DBRS (or, if not rated by DBRS, an equivalent rating (such as  
those listed above for Fitch and S&P) by at least two nationally recognized     
statistical rating organizations (which may include S&P, Fitch and/or Moody's)),
then the Trustee must be rated not less than "A-" by Fitch, "A-" by S&P and     
"A(low)" by DBRS, or, if not rated by DBRS, an equivalent rating such as those  
listed above by at least two nationally recognized statistical rating           
organizations (which may include S&P, Fitch and/or Moody's), or otherwise       
acceptable to the Rating Agencies as evidenced by a Rating Agency Confirmation. 
If such corporation, national bank or national banking association publishes    
reports of condition at least annually, pursuant to law or to the requirements  
of the aforesaid supervising or examining authority, then, for the purposes of  
this Section, the combined capital and surplus of such corporation, national    
bank or national banking association shall be deemed to be its combined capital 
and surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with      
provisions of this Section, the Trustee shall resign immediately in the manner  
and with the effect specified in Section 7.6.                                   

             (b) The Paying Agent shall be either a bank or trust company or
otherwise authorized under law to exercise corporate trust powers and shall be  
rated at least "A" by Fitch, "A" by S&P and "A" by DBRS, unless and to the      
extent Rating Agency Confirmation is obtained.                                  

              Section 7.6 Resignation and Removal of the Trustee or the Paying
Agent.                                                                          

               (a) The Trustee or the Paying Agent may at any time resign and be
discharged from the trusts hereby created by giving written notice thereof to   
the Depositor, the Master Servicer and the Rating Agencies; provided that such  
resignation shall not be effective until its successor shall have accepted the  
appointment. Upon receiving such notice of resignation, the Depositor will      
promptly appoint a successor trustee or paying agent, as the case may be, except
in the case of the initial Trustee, in which case both shall be so replaced but 
may be replaced under this paragraph sequentially, by written instrument, one   
copy of which instrument shall be delivered to the resigning Trustee, one copy  
to the successor trustee and one copy to each of the Master Servicer, the Paying
Agent and the Rating Agencies. If no successor trustee or paying agent shall    
have been so appointed, as the case may be, and shall have accepted appointment 
within 30 days after the giving of such notice of resignation, the resigning    
Trustee or the Paying Agent, as the case may be, may petition any court of      
competent jurisdiction for the appointment of a successor trustee or paying     
agent, as the case may be. It shall be a condition to the appointment of a      
successor trustee that such entity satisfies the eligibility requirements set   
forth in Section 7.5 and, for so long as the Trust, and, with respect to any    
Serviced Companion Mortgage Loan, the trust in the related Other Securitization,
are subject to the reporting requirements of the Exchange Act, shall have been  
consented to by the Depositor or the depositor in such Other Securitization, as 
the case may be (which consent shall not be unreasonably withheld).             

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              (b) If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 7.5 and shall fail to resign after    
written request therefor by the Depositor, (ii) the Trustee shall become        
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer     
shall take charge or control of the Trustee or of its property or affairs for   
the purpose of rehabilitation, conservation or liquidation, (iii) a tax is      
imposed or threatened with respect to the Trust or any REMIC Pool by any state  
in which the Trustee or the Trust held by the Trustee is located solely because 
of the location of the Trustee in such state; provided, however, that, if the   
Trustee agrees to indemnify the Trust for such taxes, it shall not be removed   
pursuant to this clause (iii) or (iv) the continuation of the Trustee as such   
would result in a downgrade, qualification or withdrawal of the rating by the   
Rating Agencies of any Class of Certificates with a rating as evidenced in      
writing by the Rating Agencies, then the Depositor may remove such Trustee and  
appoint a successor trustee by written instrument, one copy of which instrument 
shall be delivered to the Trustee so removed, one copy to the successor trustee 
and one copy to each of the Master Servicer and the Rating Agencies. In the case
of removal under clauses (i), (ii), (iii) and (iv) above, the Trustee shall bear
all such costs of transfer. Such succession shall take effect after a successor 
trustee has been appointed.                                                     

            (c) Following the Closing Date, for so long as the Trust, and,
with respect to any Serviced Companion Mortgage Loan, the trust in the related  
Other Securitization, are subject to the reporting requirements of the Exchange 
Act, the Paying Agent may not appoint any sub-servicer that is or could become a
Reporting Servicer without the prior written consent of the Depositor or the    
depositor in such Other Securitization, as the case may be, which consent shall 
not be unreasonably withheld.                                                   

       (d) If at any time (i) the Paying Agent shall cease to be
eligible in accordance with the provisions of Section 7.5(b) and shall fail to  
resign after written request therefor by the Depositor, (ii) the Paying Agent   
shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, 
or a receiver of the Paying Agent or of its property shall be appointed, or any 
public officer shall take charge or control of the Paying Agent or of its       
property or affairs for the purpose of rehabilitation, conservation or          
liquidation, (iii) a tax is imposed or threatened with respect to the Trust or  
any REMIC Pool by any state in which the Paying Agent is located solely because 
of the location of the Paying Agent in such state; provided, however, that, if  
the Paying Agent agrees to indemnify the Trust for such taxes, it shall not be  
removed pursuant to this clause (iii), or (iv) the continuation of the Paying   
Agent as such would result in a downgrade, qualification or withdrawal, as      
applicable, of the rating by any Rating Agency of any Class of Certificates with
a rating as evidenced in writing by the Rating Agencies, then the Depositor or  
the Trustee shall send a written notice of termination to the Paying Agent      
(which notice shall specify the reason for such termination) and remove such    
Paying Agent and the Depositor shall appoint a successor Paying Agent by written
instrument, one copy of which instrument shall be delivered to the Paying Agent 
so removed, one copy to the successor Paying Agent, and one copy to each of the 
Trustee, the Master Servicer and the Rating Agencies. In all such cases, the    
Paying Agent shall bear all costs of transfer to a successor Paying Agent, such 
succession only to take effect after a successor Paying Agent has been          
appointed.                                                                      

           (e) The Holders of more than 50% of the Aggregate Certificate
Balance of the Principal Balance Certificates then outstanding may for cause    
upon 30 days' written notice to the Trustee or the Paying Agent, as the case may
be, and to the Depositor remove the Trustee or the                              

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Paying Agent, as the case may be, by such written instrument, signed by such    
Holders or their attorney-in-fact duly authorized, one copy of which instrument 
shall be delivered to the Depositor and one copy to the Trustee or the Paying   
Agent, as the case may be, so removed; the Depositor shall thereupon use its    
best efforts to appoint a successor Trustee or Paying Agent, as the case may be,
in accordance with this Section.                                                

         (f) Any resignation or removal of the Trustee or the Paying
Agent, as the case may be, and appointment of a successor trustee or paying     
agent pursuant to any of the provisions of this Section shall become effective  
upon acceptance of appointment by the successor trustee or paying agent, as the 
case may be, as provided in Section 7.7. Upon any succession of the Trustee or  
the Paying Agent under this Agreement, the predecessor Trustee or Paying Agent, 
as the case may be, shall be entitled to the payment of compensation and        
reimbursement agreed to under this Agreement for services rendered and expenses 
incurred. The Trustee or the Paying Agent shall not be liable for any action or 
omission of any successor Trustee or Paying Agent, as the case may be.          

Section 7.7 Successor Trustee or Paying Agent.    

             (a) Any successor Trustee or Paying Agent appointed as provided
in Section 7.6 shall execute, acknowledge and deliver to the Depositor and to   
its predecessor Trustee or Paying Agent, as the case may be, an instrument      
accepting such appointment hereunder, and thereupon the resignation or removal  
of the predecessor Trustee or Paying Agent, as the case may be, shall become    
effective and such successor Trustee or Paying Agent, as the case may be,       
without any further act, deed or conveyance, shall become fully vested with all 
the rights, powers, duties and obligations of its predecessor hereunder, with   
like effect as if originally named as Trustee or Paying Agent herein. The       
predecessor Trustee or Paying Agent shall deliver (at such predecessor's own    
expense) to the successor Trustee or Paying Agent all Mortgage Files and        
documents and statements related to the Mortgage Files held by it hereunder, and
the predecessor Trustee shall duly assign, transfer, deliver and pay over (at   
such predecessor's own expense) to the successor Trustee, the entire Trust,     
together with all instruments of transfer and assignment or other documents     
properly executed necessary to effect such transfer. The predecessor Trustee or 
Paying Agent, as the case may be, shall also deliver all records or copies      
thereof maintained by the predecessor Trustee or Paying Agent in the            
administration hereof as may be reasonably requested by the successor Trustee,  
or Paying Agent, as applicable, and shall thereupon be discharged from all      
duties and responsibilities under this Agreement. In addition, the Depositor and
the predecessor Trustee or Paying Agent shall execute and deliver such other    
instruments and do such other things as may reasonably be required to more fully
and certainly vest and confirm in the successor Trustee or Paying Agent, as the 
case may be, all such rights, powers, duties and obligations. Anything herein to
the contrary notwithstanding, in no event shall the combined fees payable to a  
successor Trustee exceed the Trustee Fee.                                       

               (b) No successor Trustee or Paying Agent shall accept appointment
as provided in this Section unless at the time of such appointment such         
successor Trustee or Paying Agent, as the case may be, shall be eligible under  
the provisions of Section 7.5.                                                  

          (c) Upon acceptance of appointment by a successor Trustee or
Paying Agent as provided in this Section, the successor Trustee or Paying Agent 
shall mail notice of the                                                        

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succession of such Trustee or Paying Agent hereunder to all Holders of          
Certificates at their addresses as shown in the Certificate Register and to the 
Rating Agencies. The expenses of such mailing shall be borne by the successor   
Trustee or Paying Agent. If the successor Trustee or Paying Agent fails to mail 
such notice within 10 days after acceptance of appointment by the successor     
Trustee or Paying Agent, the Master Servicer shall cause such notice to be      
mailed at the expense of the successor Trustee or Paying Agent, as applicable.  

             Section 7.8 Merger or Consolidation of Trustee or Paying Agent.
Any Person into which the Trustee or Paying Agent may be merged or converted or 
with which it may be consolidated, or any Person resulting from any merger,     
conversion or consolidation to which such Trustee or Paying Agent shall be a    
party, or any Persons succeeding to the business of such Trustee or Paying      
Agent, shall be the successor of such Trustee or Paying Agent, as the case may  
be, hereunder, as applicable, provided that (i) such Person shall be eligible   
under the provisions of Section 7.5, and (ii) for so long as the Trust, and,    
with respect to any Serviced Companion Mortgage Loan, the trust in the related  
Other Securitization, are subject to the reporting requirements of the Exchange 
Act, shall have been consented to by the Depositor or the depositor in such     
Other Securitization, as the case may be, (which consent shall not be           
unreasonably withheld), without the execution or filing of any paper or any     
further act on the part of any of the parties hereto, anything herein to the    
contrary notwithstanding.                                                       

             Section 7.9 Appointment of Co-Trustee, Separate Trustee, Agents
or Custodian.                                                                   

               (a) Notwithstanding any other provisions hereof, at any time, the
Trustee, the Depositor or, in the case of the Trust, the Certificateholders     
evidencing more than 50% of the Aggregate Certificate Balance of the            
Certificates then outstanding shall each have the power from time to time to    
appoint one or more Persons to act either as co-trustees jointly with the       
Trustee or as separate trustees, or as custodians, for the purpose of holding   
title to, foreclosing or otherwise taking action with respect to any Mortgage   
Loan outside the state where the Trustee has its principal place of business    
where such separate trustee or co-trustee is necessary or advisable (or the     
Trustee is advised by the Master Servicer or Special Servicer that such separate
trustee or co-trustee is necessary or advisable) under the laws of any state in 
which a property securing a Mortgage Loan is located or for the purpose of      
otherwise conforming to any legal requirement, restriction or condition in any  
state in which a property securing a Mortgage Loan is located or in any state in
which any portion of the Trust is located. The separate trustees, co-trustees,  
or custodians so appointed shall be trustees or custodians for the benefit of   
all the Certificateholders, shall have such powers, rights and remedies as shall
be specified in the instrument of appointment and shall be deemed to have       
accepted the provisions of this Agreement; provided that no such appointment    
shall, or shall be deemed to, constitute the appointee an agent of the Trustee; 
provided, further that the Trustee shall be liable for the actions of any       
co-trustee or separate trustee appointed by it and shall have no liability for  
the actions of any co-trustee or separate trustee appointed by the Depositor or 
the Certificateholders pursuant to this paragraph.                              

               (b) The Trustee or the Paying Agent, as the case may be, may from
time to time appoint one or more independent third-party agents to perform all  
or any portion of its administrative duties hereunder (i.e., collection and     
distribution of funds, preparation and dissemination of reports, monitoring     
compliance, etc.). The Trustee or the Paying Agent, as the                      

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case may be, shall supervise and oversee such agents appointed by it. The terms 
of any arrangement or agreement between the Trustee or the Paying Agent, as the 
case may be, and such agent, may be terminated, without cause and without the   
payment of any termination fees in the event the Trustee or the Paying Agent, as
the case may be, is terminated in accordance with this Agreement. In addition,  
neither the Trust nor the Certificateholders shall have any liability or direct 
obligation to such agent. Notwithstanding the terms of any such agreement, the  
Trustee or the Paying Agent, as the case may be, shall remain at all times      
obligated and liable to the Trust and the Certificateholders for performing its 
duties hereunder.                                                               

             (c) Every separate trustee, co-trustee, and custodian shall, to
the extent permitted by law, be appointed and act subject to the following      
provisions and conditions:                                                      

                (i) all powers, duties, obligations and rights conferred
upon the Trustee in respect of the receipt, custody and payment of moneys shall 
be exercised solely by the Trustee;                                             

             (ii) all other rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and    
exercised or performed by the Trustee and such separate trustee, co-trustee, or 
custodian jointly, except to the extent that under any law of any jurisdiction  
in which any particular act or acts are to be performed (whether as Trustee     
hereunder or as successor to the Master Servicer hereunder) the Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such     
rights, powers, duties and obligations, including the holding of title to the   
Trust or any portion thereof in any such jurisdiction, shall be exercised and   
performed by such separate trustee, co-trustee, or custodian;                   

                   (iii) no trustee or custodian hereunder shall be personally
liable by reason of any act or omission of any other trustee or custodian       
hereunder; and                                                                  

          (iv) the Trustee or, in the case of the Trust, the
Certificateholders evidencing more than 50% of the Aggregate Principal Amount of
the Certificates then outstanding may at any time accept the resignation of or  
remove any separate trustee, co-trustee or custodian, so appointed by it or     
them, if such resignation or removal does not violate the other terms of this   
Agreement.                                                                      

           (d) Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and    
co-trustees, as effectively as if given to each of them. Every instrument       
appointing any separate trustee, co-trustee or custodian shall refer to this    
Agreement and the conditions of this Article VII. Each separate trustee and     
co-trustee, upon its acceptance of the trusts conferred, shall be vested with   
the estates or property specified in its instrument of appointment, either      
jointly with the Trustee or separately, as may be provided therein, subject to  
all the provisions of this Agreement, specifically including every provision of 
this Agreement relating to the conduct of, affecting the liability of, or       
affording protection to, the Trustee. Every such instrument shall be filed with 
the Trustee.                                                                    

           (e) Any separate trustee, co-trustee or custodian may, at any
time, constitute the Trustee its agent or attorney-in-fact with full power and  
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate        
trustee, co-trustee or custodian shall die, become incapable of acting, resign  
or be                                                                           

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removed, all of its estates, properties, rights, remedies and trusts shall vest 
in and be exercised by the Trustee, to the extent permitted by law, without the 
appointment of a new or successor trustee.                                      

              (f) No separate trustee, co-trustee or custodian hereunder shall
be required to meet the terms of eligibility as a successor trustee under       
Section 7.5 hereof and no notice to Certificateholders of the appointment of any
separate trustee, co-trustee or custodian hereunder shall be required.          

            (g) The Trustee agrees to instruct the co-trustees, if any, to
the extent necessary to fulfill the Trustee's obligations hereunder.            

          (h) The Trustee shall pay the reasonable compensation of the
co-trustees, separate trustees or custodians appointed by the Trustee pursuant  
to this Section 7.9 to the extent, and in accordance with the standards,        
specified in Section 7.12 hereof.                                               

              (i) Subject to the consent of the Depositor, which consent shall
not be unreasonably withheld, the Trustee, at its sole cost and expense, may    
appoint at any time a successor Custodian. Until such time as the Trustee       
appoints a successor Custodian, the Trustee shall be the Custodian hereunder.   
Upon the appointment of a successor custodian, the Trustee and the Custodian    
shall enter into a custodial agreement.                                         

Section 7.10 Authenticating Agents.               

            (a) The Paying Agent shall serve as the initial Authenticating
Agent hereunder for the purpose of executing and authenticating Certificates.   
Any successor Authenticating Agent must be acceptable to the Depositor and must 
be a corporation or national bank organized and doing business under the laws of
the United States of America or of any state and having a principal office and  
place of business in the Borough of Manhattan in the City and State of New York,
having a combined capital and surplus of at least $50,000,000, authorized under 
such laws to do a trust business and subject to supervision or examination by   
federal or state authorities.                                                   

              (b) Any Person into which the Authenticating Agent may be merged
or converted or with which it may be consolidated, or any Person resulting from 
any merger, conversion or consolidation to which the Authenticating Agent shall 
be a party, or any Person succeeding to the corporate agency business of the    
Authenticating Agent, shall continue to be the Authenticating Agent without the 
execution or filing of any paper or any further act on the part of the Trustee  
or the Authenticating Agent.                                                    

              (c) The Authenticating Agent may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee and the     
Depositor. The Trustee may at any time terminate the agency of the              
Authenticating Agent by giving written notice of termination to the             
Authenticating Agent and the Depositor; provided that the Trustee may not       
terminate the Paying Agent as Authenticating Agent unless the Paying Agent shall
be removed as Paying Agent hereunder. Upon receiving a notice of resignation or 
upon such a termination, or in case at any time the Authenticating Agent shall  
cease to be eligible in accordance with the provisions of Section 7.10(a), the  
Trustee may appoint a successor Authenticating Agent, shall                     

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give written notice of such appointment to the Depositor and shall mail notice  
of such appointment to all Holders of Certificates. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all 
the rights, powers, duties and responsibilities of its predecessor hereunder,   
with like effect as if originally named as Authenticating Agent. No such        
Authenticating Agent shall be appointed unless eligible under the provisions of 
Section 7.10(a). No Authenticating Agent shall have responsibility or liability 
for any action taken by it as such at the direction of the Trustee.             

           Section 7.11 Indemnification of Trustee and the Paying Agent.

          (a) The Trustee (whether individually, or in its capacity as
Trustee), the Certificate Registrar and the Paying Agent and each of their      
respective directors, officers, employees, agents and Controlling Persons shall 
be entitled to indemnification from the Trust for any and all claims, losses,   
penalties, fines, forfeitures, legal fees and related costs, judgments and any  
other costs, liabilities, fees and expenses incurred in connection with any     
legal action incurred without negligence or willful misconduct on their         
respective part, arising out of, or in connection with this Agreement, the      
Certificates and the acceptance or administration of the trusts or duties       
created hereunder (including, without limitation, any unanticipated loss,       
liability or expense incurred in connection with any action or inaction of the  
Master Servicer, the Special Servicer or the Depositor or of each other such    
Person hereunder but only to the extent the Trustee, the Certificate Registrar  
or the Paying Agent, as the case may be, is unable to recover within a          
reasonable period of time such amount from such third party pursuant to this    
Agreement) including the costs and expenses of defending themselves against any 
claim in connection with the exercise or performance of any of their powers or  
duties hereunder and the Trustee, the Certificate Registrar and the Paying Agent
and each of their respective directors, officers, employees, agents and         
Controlling Persons shall be entitled to indemnification from the Trust for any 
unanticipated loss, liability or expense incurred in connection with the        
provision by the Trustee, the Certificate Registrar and the Paying Agent of the 
reports required to be provided by it pursuant to this Agreement; provided that:

            (i) with respect to any such claim, the Trustee, the
Certificate Registrar or the Paying Agent, as the case may be, shall have given 
the Depositor, the Master Servicer, the Sellers, each other and the Holders of  
the Certificates written notice thereof promptly after a Responsible Officer of 
the Trustee, the Certificate Registrar or the Paying Agent, as the case may be, 
shall have actual knowledge thereof; provided, however, that failure to give    
such notice to the Depositor, Master Servicer, the Sellers, each other and the  
Holders of Certificates shall not affect the Trustee's, Certificate Registrar's 
or Paying Agent's, as the case may be, rights to indemnification herein unless  
the Depositor's defense of such claim on behalf of the Trust is materially      
prejudiced thereby;                                                             

                (ii) while maintaining control over its own defense, the
Trustee, the Certificate Registrar or the Paying Agent, as the case may be,     
shall cooperate and consult fully with the Depositor in preparing such defense; 
and                                                                             

              (iii) notwithstanding anything to the contrary in this
Section 7.11, the Trust shall not be liable for settlement of any such claim by 
the Trustee, the Certificate Registrar or the Paying Agent, as the case may be, 
entered into without the prior consent of the Depositor, which consent shall not
be unreasonably withheld.                                                       

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       (b) The provisions of this Section 7.11 shall survive any
termination of this Agreement and the resignation or removal of the Trustee, the
Certificate Registrar or the Paying Agent, as the case may be.                  

              (c) The Depositor shall indemnify and hold harmless the Trustee,
the Certificate Registrar or the Paying Agent, as the case may be, their        
respective directors, officers, employees or agents and Controlling Persons from
and against any loss, claim, damage or liability, joint or several, and any     
action in respect thereof, to which the Trustee, the Certificate Registrar or   
the Paying Agent, as the case may be, their respective directors, officers,     
employees or agents or Controlling Person may become subject under the          
Securities Act, insofar as such loss, claim, damage, liability or action arises 
out of, or is based upon any untrue statement or alleged untrue statement of a  
material fact contained in the Private Placement Memorandum, the Preliminary    
Prospectus Supplement, the Final Prospectus Supplement or the Prospectus, or    
arises out of, or is based upon the omission or alleged omission to state       
therein a material fact required to be stated therein or necessary to make the  
statements therein in light of the circumstances under which they were made, not
misleading and shall reimburse the Trustee, the Certificate Registrar or the    
Paying Agent, as the case may be, their respective directors, officers,         
employees, agents or Controlling Person for any legal and other expenses        
reasonably incurred by the Trustee, the Certificate Registrar or the Paying     
Agent, as the case may be, or any such director, officer, employee, agent or    
Controlling Person in investigating or defending or preparing to defend against 
any such loss, claim, damage, liability or action; provided, that the Depositor 
shall not be liable in any such case to the extent that any such loss, claim,   
damage, liability or action arises out of, or is based upon, any untrue         
statement or alleged untrue statement or omission made in any such Private      
Placement Memorandum, Preliminary Prospectus Supplement, Final Prospectus       
Supplement or Prospectus in reliance upon and in conformity with written        
information concerning the Trustee, the Certificate Registrar or the Paying     
Agent, as the case may be, furnished to the Depositor by or on behalf of such   
person specifically for inclusion therein. It is hereby expressly agreed that   
the only written information provided by the Trustee, the Certificate Registrar 
or the Paying Agent, as the case may be, for inclusion in the Preliminary       
Prospectus Supplement and Final Prospectus Supplement is set forth in the case  
of the Trustee in the Trustee Disclosure Sections and in the case of the Paying 
Agent in the Paying Agent Disclosure Sections. The Trustee, the Certificate     
Registrar or the Paying Agent, as the case may be, shall immediately notify the 
Depositor and the Sellers if a claim is made by a third party with respect to   
this Section 7.11(c) entitling such person, its directors, officers, employees, 
agents or Controlling Person to indemnification hereunder, whereupon the        
Depositor shall assume the defense of any such claim (with counsel reasonably   
satisfactory to such person) and pay all expenses in connection therewith,      
including counsel fees, and promptly pay, discharge and satisfy any judgment or 
decree which may be entered against it or them in respect of such claim. Any    
failure to so notify the Depositor shall not affect any rights the Trustee, the 
Certificate Registrar or the Paying Agent, as the case may be, their respective 
directors, officers, employees, agents or Controlling Person may have to        
indemnification under this Section 7.11(c), unless the Depositor's defense of   
such claim is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the resignation or removal  
of the Trustee or the Paying Agent. The Depositor shall not be indemnified by   
the Trust for any expenses incurred by the Depositor arising from any violation 
or alleged violation of the Securities Act or Exchange Act by the Depositor.    

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             Section 7.12 Fees and Expenses of Trustee and the Paying Agent.
The Trustee shall be entitled to receive the Trustee Fee (other than the portion
thereof constituting the Paying Agent Fee) and the Paying Agent shall be        
entitled to receive the Paying Agent Fee, pursuant to Section 5.3(b)(ii) (which 
shall not be limited by any provision of law with respect to the compensation of
a trustee of an express trust), for all services rendered by it in the execution
of the trusts hereby created and in the exercise and performance of any of the  
powers and duties respectively, hereunder of the Trustee and the Paying Agent.  
The Trustee and the Paying Agent shall also be entitled to recover from the     
Trust all reasonable unanticipated expenses and disbursements incurred or made  
by the Trustee and the Paying Agent in accordance with any of the provisions of 
this Agreement (including the reasonable compensation and the reasonable        
expenses and disbursements of its counsel and other Persons not regularly in its
employ), not including expenses incurred in the ordinary course of performing   
its duties as Trustee or Paying Agent, respectively hereunder, and except any   
such expense, disbursement or advance as may arise from the negligence or bad   
faith of such Person or which is the responsibility of the Holders of the       
Certificates hereunder. The provisions of this Section 7.12 shall survive any   
termination of this Agreement and the resignation or removal of the Trustee or  
the Paying Agent.                                                               

              Section 7.13 Collection of Moneys. Except as otherwise expressly
provided in this Agreement, the Trustee and the Paying Agent may demand payment 
or delivery of, and shall receive and collect, all money and other property     
payable to or receivable by the Trustee or the Paying Agent, as the case may be,
pursuant to this Agreement. The Trustee or the Paying Agent, as the case may be,
shall hold all such money and property received by it as part of the Trust and  
shall distribute it as provided in this Agreement. If the Trustee or the Paying 
Agent, as the case may be, shall not have timely received amounts to be remitted
with respect to the Mortgage Loans from the Master Servicer, the Trustee or the 
Paying Agent, as the case may be, shall request the Master Servicer to make such
distribution as promptly as practicable or legally permitted. If the Trustee or 
the Paying Agent, as the case may be, shall subsequently receive any such       
amount, it may withdraw such request.                                           

    Section 7.14 Trustee To Act; Appointment of Successor.

         (a) On and after the time the Master Servicer is terminated
pursuant to this Agreement, the Trustee shall be the successor in all respects  
to the Master Servicer in its capacity under this Agreement and the transactions
set forth or provided for therein and shall have all the rights and powers and  
be subject to all the responsibilities, duties and liabilities relating thereto 
and arising thereafter placed on the Master Servicer by the terms and provisions
of this Agreement; provided that, any failure to perform such duties or         
responsibilities caused by the Master Servicer's failure to provide required    
information shall not be considered a default by the Trustee hereunder. In      
addition, the Trustee shall have no liability relating to (i) the               
representations and warranties of the Master Servicer contained in this         
Agreement or (ii) any obligation incurred by the Master Servicer prior to its   
termination or resignation (including, without limitation, the Master Servicer's
obligation to repay losses resulting from the investment of funds in any account
established under this Agreement), except any ongoing obligations to the Primary
Servicer arising after the termination of the Master Servicer from their        
servicing rights and obligations under the Primary Servicing Agreement. In the  
Trustee's capacity as such successor, the Trustee shall have the same           
limitations on liability granted to the Master Servicer in this Agreement. As   
compensation therefor, the Trustee shall be entitled to receive all the         

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compensation payable to the Master Servicer set forth in this Agreement,        
including, without limitation, the Master Servicing Fee.                        

        (b) Notwithstanding the above, the Trustee (A) may, if the
Trustee is unwilling to so act, or (B) shall, if it is unable to so act,        
appoint, or petition a court of competent jurisdiction to appoint any           
established commercial or multifamily mortgage finance institution, servicer or 
special servicer or mortgage servicing institution having a net worth of not    
less than $15,000,000, meeting such other standards for a successor servicer as 
are set forth in this Agreement and with respect to which Rating Agency         
Confirmation is obtained, as the successor to the Master Servicer hereunder in  
the assumption of all of the responsibilities, duties or liabilities of a       
servicer as Master Servicer hereunder. Pending any such appointment, the Trustee
shall act as the Master Servicer as hereinabove provided. Any entity designated 
by the Trustee as successor Master Servicer may be an Affiliate of the Trustee; 
provided that, such Affiliate must meet the standards for the Master Servicer as
set forth herein. In connection with such appointment and assumption, the       
Trustee may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree subject to      
Section 8.10, provided that no such compensation shall be in excess of that     
permitted to be paid to the Master Servicer under this Agreement. The Trustee   
and such successor shall take such actions, consistent with this Agreement as   
shall be necessary to effectuate any such succession. The Master Servicer shall 
cooperate with the Trustee and any successor servicer in effecting the          
termination of the Master Servicer's responsibilities and rights under this     
Agreement, including, without limitation, notifying Mortgagors of the assignment
of the servicing function and providing the Trustee and successor servicer all  
documents and records in its possession in electronic or other form reasonably  
requested by the successor servicer to enable the successor servicer to assume  
the Master Servicer's functions hereunder and the transfer to the Trustee or    
such successor servicer of all amounts which shall at the time be or should have
been deposited by the Master Servicer in the Certificate Account and any other  
account or fund maintained with respect to the Certificates or thereafter be    
received by the Master Servicer with respect to the Mortgage Loans. Neither the 
Trustee nor any other successor servicer shall be deemed to be in default       
hereunder by reason of any failure to make, or any delay in making, any         
distribution hereunder or any portion thereof caused by (i) the failure of the  
Master Servicer to deliver, or any delay in delivering, cash, documents or      
records to it, or (ii) restrictions imposed by any regulatory authority having  
jurisdiction over the Master Servicer. The Trustee shall be reimbursed for all  
of its out-of-pocket expenses incurred in connection with obtaining such        
successor Master Servicer by the Trust within 30 days of the Trustee's          
submission of an invoice with respect thereto, to the extent such expenses have 
not been reimbursed by the Master Servicer as provided herein; such expenses    
paid by the Trust shall be deemed to be an Additional Trust Expense.            

          (c) On and after the time the Special Servicer is terminated
pursuant to this Agreement, in accordance with Section 9.30, the Trustee shall  
be the successor in all respects to the Special Servicer in its capacity under  
this Agreement and the transactions set forth or provided for therein and shall 
have all the rights and powers and be subject to all the responsibilities,      
duties and liabilities relating thereto and arising thereafter placed on the    
Special Servicer by the terms and provisions of this Agreement; provided that,  
any failure to perform such duties or responsibilities caused by the Special    
Servicer's failure to provide required information shall not be considered a    
default by the Trustee hereunder. In addition, the Trustee shall have no        
liability relating to (i) the representations and warranties of the Special     
Servicer                                                                        

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contained in this Agreement or (ii) any obligation incurred by the Special      
Servicer prior to its termination or resignation. In the Trustee's capacity as  
such successor, the Trustee shall have the same limitations on liability granted
to the Special Servicer in this Agreement. As compensation therefor, the Trustee
shall be entitled to receive all the compensation payable to the Special        
Servicer set forth in this Agreement, including, without limitation the Special 
Servicer Compensation (other than any Work-Out Fee payable pursuant to Section  
9.11).                                                                          

            (d) Notwithstanding the above, the Trustee may, if the Trustee
shall be unwilling to so act, or shall, if it is unable to so act, appoint, or  
petition a court of competent jurisdiction to appoint, any established          
commercial or multifamily mortgage finance institution, special servicer or     
mortgage servicing institution having a net worth of not less than $15,000,000, 
and meeting such other standards for a successor Special Servicer as are set    
forth in Section 9.21, and with respect to which Rating Agency Confirmation is  
obtained, as the successor to the Special Servicer hereunder in the assumption  
of all of the responsibilities, duties or liabilities of a special servicer as  
Special Servicer hereunder. Pending any such appointment, the Trustee shall act 
as the Special Servicer as hereinabove provided. Any entity designated by the   
Trustee as successor Special Servicer may be an Affiliate of the Trustee;       
provided that, such Affiliate must meet the standards for a successor Special   
Servicer set forth herein. In connection with such appointment and assumption,  
the Trustee may make such arrangements for the compensation of such successor   
out of payments on Mortgage Loans as it and such successor shall agree; provided
that no such compensation shall be in excess of that permitted to the Special   
Servicer under this Agreement. The Trustee and such successor shall take such   
actions, consistent with this Agreement as shall be necessary to effectuate any 
such succession. The Special Servicer shall cooperate with the Trustee and any  
successor Special Servicer in effecting the termination of the Special          
Servicer's responsibilities and rights under this Agreement, including, without 
limitation, notifying Mortgagors of Specially Serviced Mortgage Loans of the    
assignment of the special servicing function and providing the Trustee and      
successor Special Servicer all documents and records in its possession in       
electronic or other form reasonably requested by the successor Special Servicer 
to enable the successor Special Servicer to assume the Special Servicer's       
functions hereunder and the transfer to the Trustee or such successor Special   
Servicer of all amounts which shall at the time be or should have been deposited
by the Special Servicer in the Certificate Account and any other account or fund
maintained with respect to the Certificates or thereafter be received by the    
Special Servicer with respect to the Mortgage Loans. Neither the Trustee nor any
other successor Special Servicer shall be deemed to be in default hereunder by  
reason of any failure to make, or any delay in making, any distribution         
hereunder or any portion thereof caused by (i) the failure of the Special       
Servicer to deliver, or any delay in delivering, cash, documents or records to  
it, or (ii) restrictions imposed by any regulatory authority having jurisdiction
over the Special Servicer. The Trustee shall be reimbursed for all of its       
out-of-pocket expenses incurred in connection with obtaining such successor     
Special Servicer by the Trust within 30 days of submission of an invoice with   
respect thereto but only to the extent such expenses have not been reimbursed by
the Special Servicer as provided herein; and such expenses paid by the Trust    
shall be deemed to be an Additional Trust Expense.                              

              Section 7.15 Notification to Holders. Upon termination of, or an
Event of Default by, the Master Servicer, the Paying Agent or the Special       
Servicer, or appointment of a successor to the Master Servicer, the Paying Agent
or the Special Servicer, the Trustee shall promptly mail notice thereof by first
class mail to the Rating Agencies, the Operating Adviser,                       

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the Sellers and the Certificateholders at their respective addresses appearing  
on the Certificate Register.                                                    

            Section 7.16 Representations and Warranties of the Trustee and
the Paying Agent.                                                               

           (a) The Trustee hereby represents and warrants as of the date
hereof that:                                                                    

               (i) the Trustee is a national banking association, duly
organized, validly existing and in good standing under the laws governing its   
creation and existence and has full power and authority to own its property, to 
carry on its business as presently conducted, and to enter into and perform its 
obligations under this Agreement;                                               

              (ii) the execution and delivery by the Trustee of this
Agreement have been duly authorized by all necessary action on the part of the  
Trustee; neither the execution and delivery of this Agreement, nor the          
consummation of the transactions contemplated in this Agreement, nor compliance 
with the provisions of this Agreement, will conflict with or result in a breach 
of, or constitute a default under, (i) any of the provisions of any law,        
governmental rule, regulation, judgment, decree or order binding on the Trustee 
or its properties that would materially and adversely affect the Trustee's      
ability to perform its obligations under this Agreement, (ii) the organizational
documents of the Trustee, or (iii) the terms of any material agreement or       
instrument to which the Trustee is a party or by which it is bound; the Trustee 
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, which default would materially and adversely affect its performance     
under this Agreement;                                                           

                    (iii) the execution, delivery and performance by the Trustee
of this Agreement and the consummation of the transactions contemplated by this 
Agreement do not require the consent, approval, authorization or order of, the  
giving of notice to or the registration with any state, federal or other        
governmental authority or agency, except such as has been or will be obtained,  
given, effected or taken in order for the Trustee to perform its obligations    
under this Agreement;                                                           

                   (iv) this Agreement has been duly executed and delivered by
the Trustee and, assuming due authorization, execution and delivery by the other
parties hereto, constitutes a valid and binding obligation of the Trustee,      
enforceable against the Trustee in accordance with its terms, subject, as to    
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,  
moratorium and other similar laws affecting creditors' rights generally as from 
time to time in effect, and to general principles of equity (regardless of      
whether such enforceability is considered in a proceeding in equity or at law); 
and                                                                             

                    (v) no litigation is pending or, to the Trustee's knowledge,
threatened, against the Trustee that, either in one instance or in the          
aggregate, would draw into question the validity of this Agreement, or which    
would be likely to impair materially the ability of the Trustee to perform under
the terms of this Agreement.                                                    

           (b) The Paying Agent hereby represents and warrants as of the
date hereof that:                                                               

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                    (i) the Paying Agent is a national banking association, duly
organized, validly existing and in good standing under the laws governing its   
creation and existence and has full power and authority to own its property, to 
carry on its business as presently conducted, and to enter into and perform its 
obligations under this Agreement;                                               

                   (ii) the execution and delivery by the Paying Agent of this
Agreement have been duly authorized by all necessary action on the part of the  
Paying Agent; neither the execution and delivery of this Agreement, nor the     
consummation of the transactions contemplated in this Agreement, nor compliance 
with the provisions of this Agreement, will conflict with or result in a breach 
of, or constitute a default under, (i) any of the provisions of any law,        
governmental rule, regulation, judgment, decree or order binding on the Paying  
Agent or its properties that would materially and adversely affect the Paying   
Agent's ability to perform its obligations under this Agreement, (ii) the       
organizational documents of the Paying Agent, or (iii) the terms of any material
agreement or instrument to which the Paying Agent is a party or by which it is  
bound; the Paying Agent 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, which default would materially and adversely affect  
its performance under this Agreement;                                           

                   (iii) the execution, delivery and performance by the Paying
Agent of this Agreement and the consummation of the transactions contemplated by
this Agreement do not require the consent, approval, authorization or order of, 
the giving of notice to or the registration with any state, federal or other    
governmental authority or agency, except such as has been or will be obtained,  
given, effected or taken in order for the Paying Agent to perform its           
obligations under this Agreement;                                               

                   (iv) this Agreement has been duly executed and delivered by
the Paying Agent and, assuming due authorization, execution and delivery by the 
other parties hereto, constitutes a valid and binding obligation of the Paying  
Agent, enforceable against the Paying Agent in accordance with its terms,       
subject, as to enforcement of remedies, to applicable bankruptcy,               
reorganization, insolvency, moratorium and other similar laws affecting         
creditors' rights generally as from time to time in effect, and to general      
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law); and                                          

                    (v) there are no actions, suits or proceeding pending or, to
the best of the Paying Agent's knowledge, threatened, against the Paying Agent  
that, either in one instance or in the aggregate, would draw into question the  
validity of this Agreement, or which would be likely to impair materially the   
ability of the Paying Agent to perform under the terms of this Agreement.       

           Section 7.17 Fidelity Bond and Errors and Omissions Insurance
Policy Maintained by the Trustee and the Paying Agent. Each of the Trustee and  
the Paying Agent, at its own respective expense, shall maintain in effect a     
Fidelity Bond and a Errors and Omissions Insurance Policy. The Errors and       
Omissions Insurance Policy and Fidelity Bond shall be issued by a Qualified     
Insurer in form and in amount customary for trustees or paying agents in similar
transactions (unless the Trustee or the Paying Agent, as the case may be, self  
insures as provided below). In the event that any such Errors and Omissions     
Insurance Policy or Fidelity Bond ceases to be in effect, the Trustee or the    
Paying Agent, as the case may be, shall obtain a                                

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comparable replacement policy or bond from an insurer or issuer meeting the     
requirements set forth above as of the date of such replacement. So long as the 
long-term debt rating of the Trustee or the Paying Agent, as the case may be, is
not less than "A" as rated by S&P, "A" as rated by Fitch and "A" as rated by    
DBRS, if rated by DBRS or, if not rated by DBRS, an equivalent rating such as   
those listed above by two nationally recognized statistical rating organizations
(which may include S&P, Fitch and/or Moody's), respectively, the Trustee or the 
Paying Agent, as the case may be, may self-insure for the Fidelity Bond and the 
Errors and Omissions Insurance Policy.                                          

               Section 7.18 Appointment of Luxembourg Paying Agent; Notification
to Certificateholders.                                                          

           (a) The Depositor shall maintain a paying agent in Luxembourg
(the "Luxembourg Paying Agent") for payments on the Certificates as well as a   
transfer agent in Luxembourg (the "Luxembourg Transfer Agent") for so long as   
such Certificates are listed on the Luxembourg Stock Exchange and the rules of  
such exchange so require and the Depositor shall pay the reasonable fees of such
Luxembourg Paying Agent and Luxembourg Transfer Agent. The Depositor shall      
appoint a successor Luxembourg Paying Agent if necessary. Except as set forth in
this Section 7.18(a), neither the Trustee nor the Paying Agent shall have any   
responsibility for the actions or inactions of the Luxembourg Paying Agent,     
including any failure of the Luxembourg Paying Agent to make timely             
distributions to Certificateholders or beneficial owners (other than any such   
failure resulting from the failure of the Paying Agent to timely remit funds but
only to the extent such failure is caused by the Paying Agent's negligence or   
willful misconduct). The Certificate Registrar shall not be responsible for     
transfers or exchanges requested at the office of the Luxembourg Transfer Agent 
in Luxembourg until it receives written notice from such transfer agent,        
together with the Certificates to be transferred or exchanged. The Luxembourg   
Paying Agent shall each month download copies of all information made available 
on the Paying Agent's internet website, print such information and make it      
available to the Certificateholders upon request. The Luxembourg Paying Agent   
shall not be the Paying Agent and the duties of the Luxembourg Paying Agent     
hereunder shall be distinct from the duties of the Paying Agent.                

              (b) For so long as the Certificates are listed on the Luxembourg
Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the   
Depositor undertakes to cause the Luxembourg Paying Agent to publish all notices
to Certificateholders in a daily newspaper of general circulation in Luxembourg.

          (c) For so long as any of the Certificates are listed on the
Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so     
require, the Paying Agent shall make available or provide the following         
information on the Paying Agent's internet website:                             

                  (i) to Clearstream Bank, Euroclear Bank and the Luxembourg
Paying Agent promptly upon determination, the Pass-Through Rates for the related
Interest Accrual Period, the amount of principal and interest distributable on  
the related Distribution Date for each Class of Certificates, per $1,000 initial
Certificate Balance or Notional Amount and the date each distribution will be   
made;                                                                           

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                (ii) to the Luxembourg Paying Agent on each Distribution
Date, the Certificate Balance or Notional Amount of the Certificates;           

               (iii) to the Luxembourg Paying Agent promptly following
availability, each report, certificate or statement required to be delivered to 
the Luxembourg Paying Agent pursuant to Section 5.4;                            

              (iv) to the Luxembourg Paying Agent promptly following
receipt thereof, all notices and reports regarding any termination of the       
Trustee or the Paying Agent or appointment of a successor to the Trustee or the 
Paying Agent; and                                                               

             (v) to the Luxembourg Paying Agent promptly following
receipt thereof, all notices and reports regarding any occurrence of an Event of
Default.                                                                        

              Information provided, as set forth above, by the Paying Agent to
the Luxembourg Paying Agent shall be supplied by the Luxembourg Paying Agent to 
the Luxembourg Stock Exchange. Such information shall be made available to the  
Certificateholders at the main office of the Luxembourg Paying Agent.           

             None of the Certificates will be listed on the Luxembourg Stock
Exchange or any other stock exchange.                                           

Section 7.19 Appointment of a Fiscal Agent.       

             (a) In order to satisfy the eligibility requirements of Section
7.5 (insofar as such requirements relate to ratings), the Trustee may appoint a 
Fiscal Agent. Any Fiscal Agent shall at all times maintain a long-term unsecured
debt rating of no less than "AA-" from Fitch and S&P (or "A+" from Fitch and    
S&P, if such Fiscal Agent's short-term unsecured debt rating is at least "F-1"  
by Fitch and at least "A-1" by S&P) and "AA(low)" as rated by DBRS, if rated by 
DBRS or, if not rated by DBRS, an equivalent rating such as those listed above  
by two nationally recognized statistical rating organizations (which may include
S&P, Fitch and/or Moody's) (or, in the case of any Rating Agency, such other    
rating as shall not result in a downgrade, qualification or withdrawal of the   
rating by the Rating Agencies of any Class of Certificates with a rating as     
evidenced in writing by the Rating Agencies).                                   

             (b) To the extent that the Trustee is required, pursuant to the
terms of this Agreement, to make any Advance, whether as successor master       
servicer or otherwise, and has failed to do so in accordance with the terms     
hereof, any Fiscal Agent appointed by the Trustee shall make such Advance as and
when required by the terms of this Agreement on behalf the Trustee as if such   
Fiscal Agent were the Trustee hereunder. To the extent that a Fiscal Agent makes
an Advance pursuant to this Section 7.19(b) or otherwise pursuant to this       
Agreement, the obligations of the Trustee under this Agreement in respect of    
such Advance shall be satisfied.                                                

             (c) Notwithstanding anything contained in this Agreement to the
contrary, any Fiscal Agent shall be entitled to all limitations on liability,   
rights of reimbursement and indemnities that the Trustee is entitled to         
hereunder as if it were the Trustee, except that all fees and expenses of any   
Fiscal Agent (other than any interest owed to such Fiscal Agent in respect of   
unreimbursed Advances) incurred by such Fiscal Agent in connection with the     
transactions                                                                    

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contemplated by this Agreement shall be borne by the Trustee, and neither the   
Trustee nor such Fiscal Agent shall be entitled to reimbursement therefor from  
any of the Trust, the Depositor, the Master Servicer or the Special Servicer.   

             (d) The obligations of a Fiscal Agent set forth in this Section
7.19 or otherwise pursuant to this Agreement shall exist only for so long as the
Trustee that appointed it shall act as Trustee hereunder. A Fiscal Agent may    
resign or be removed by the Trustee only if and when the existence of such      
Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility 
requirements of Section 7.5; provided that a Fiscal Agent shall be deemed to    
have resigned at such time as the Trustee that appointed it resigns or is       
removed as Trustee hereunder (in which case the responsibility for appointing a 
successor Fiscal Agent shall belong to the successor Trustee, and which         
appointment the successor Trustee shall use its best efforts to make, insofar as
such appointment is necessary for such successor Trustee to satisfy the         
eligibility requirements of Section 7.5). Any successor fiscal agent so         
appointed shall be required to execute and deliver to the other parties hereto a
written agreement to assume and perform the duties of a Fiscal Agent set forth  
in this Agreement; provided that no such successor shall become Fiscal Agent    
hereunder unless either (i) it satisfies the rating requirements of Section     
7.19(a) or (ii) the Trustee shall have received written confirmation from the   
Rating Agencies that the succession of such proposed successor fiscal agent     
would not, in and of itself, result in a downgrade, qualification or withdrawal 
of the rating by the Rating Agencies of any Class of Certificates.              

             (e) The Trustee shall promptly notify the other parties hereto,
the Certificateholders and the holders of any Servicer Companion Mortgage Loan  
in writing of the appointment, resignation or removal of any Fiscal Agent.      

ARTICLE VIII
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 8.1 Servicing Standard; Servicing Duties. 

              (a) Subject to the express provisions of this Agreement, for and
on behalf of the Trust and for the benefit of the Certificateholders as a whole,
and, solely as it relates to any A/B Mortgage Loan, for the benefit of the      
holder of the related B Note and, solely as it relates to any Loan Pair, for the
benefit of the holder of the related Serviced Companion Mortgage Loan, the      
Master Servicer shall service and administer the Mortgage Loans, any B Note and 
any Serviced Companion Mortgage Loan in accordance with the Servicing Standard  
and the terms of this Agreement (subject to the servicing of any Non-Serviced   
Mortgage Loan by the applicable Non-Serviced Mortgage Loan Master Servicer and  
the applicable Non-Serviced Mortgage Loan Special Servicer in accordance with   
the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement). Certain
of the provisions of this Article VIII make explicit reference to their         
applicability to Mortgage Loans, any B Note and any Serviced Companion Mortgage 
Loan; notwithstanding such explicit references, references to "Mortgage Loans"  
contained in this Article VIII, unless otherwise specified, shall be construed  
to refer also to such B Note and Serviced Companion Mortgage Loan (but any other
terms that are defined in Article I and used in this Article VIII shall be      
construed according to such definitions without regard to this sentence).       

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              In connection with such servicing and administration, the Master
Servicer shall seek to maximize the timely recovery of principal and interest on
the Mortgage Notes in the best economic interests of the Certificateholders as a
whole (or, in the case of any A/B Mortgage Loan or Loan Pair the                
Certificateholders and the holder of the related B Note and Serviced Companion  
Mortgage Loan, all taken as a collective whole); provided, however, that nothing
herein contained shall be construed as an express or implied guarantee by the   
Master Servicer of the collectability of payments on the Mortgage Loans or shall
be construed as impairing or adversely affecting any rights or benefits         
specifically provided by this Agreement to the Master Servicer, including with  
respect to Master Servicing Fees or the right to be reimbursed for Advances.    

           (b) The Master Servicer, in the case of an event specified in
clause (x) of this subclause (b), and the Special Servicer, in the case of an   
event specified in clause (y) of this subclause (b), shall each send a written  
notice to the other and to the Trustee and the Paying Agent, the Operating      
Adviser, each Seller and, in the case of an A/B Mortgage Loan, the holder of the
related B Note and, in the case of a Loan Pair, the holder of the related       
Serviced Companion Mortgage Loan, within two Business Days after becoming aware 
(x) that a Servicing Transfer Event has occurred with respect to a Mortgage Loan
or (y) that a Mortgage Loan has become a Rehabilitated Mortgage Loan, which     
notice shall identify the applicable Mortgage Loan and, in the case of an event 
specified in clause (x) of this subclause (b) above, the Servicing Transfer     
Event that occurred.                                                            

          (c) With respect to each Mortgage Loan that is subject to an
Environmental Insurance Policy, for as long as it is not a Specially Serviced   
Mortgage Loan, if the Master Servicer has actual knowledge of any event giving  
rise to a claim under an Environmental Insurance Policy, the Master Servicer or 
the Primary Servicer shall notify the Special Servicer to such effect and the   
Master Servicer shall take reasonable actions as are in accordance with the     
Servicing Standard and the terms and conditions of such Environmental Insurance 
Policy to make a claim thereunder and achieve the payment of all amounts to     
which the Trust is entitled thereunder. Any legal fees or other out-of-pocket   
costs incurred in accordance with the Servicing Standard in connection with any 
such claim shall be paid by, and reimbursable to, the Master Servicer or the    
Special Servicer as a Servicing Advance.                                        

            (d) In connection with any extension of the Maturity Date of a
Mortgage Loan, the Master Servicer shall give prompt written notice of such     
extension to the insurer under the Environmental Insurance Policy and shall     
execute such documents as are reasonably required by such insurer to procure an 
extension of such policy (if available).                                        

              (e) The parties hereto acknowledge that each Serviced Pari Passu
Mortgage Loan and Serviced Companion Mortgage Loan is subject to the terms and  
conditions of the related Loan Pair Intercreditor Agreement and that the A/B    
Mortgage Loans are subject to the terms and conditions of the related           
Intercreditor Agreement, and each such party agrees that the provisions of each 
Loan Pair Intercreditor Agreement and Intercreditor Agreement that are required 
by their terms to be set forth in this Agreement are hereby incorporated herein.
With respect to each Serviced Pari Passu Mortgage Loan and Serviced Companion   
Mortgage Loan, the Trustee, the Master Servicer and the Special Servicer        
recognize the respective rights and obligations of the Trust and the holders of 
each Serviced Companion Mortgage Loan under the related Loan Pair Intercreditor 
Agreement (or with respect to a Joint Mortgage Loan treated as a                

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Loan Pair in accordance with Section 8.31 hereof, the applicable Mortgage Loan  
documents), including, with respect to the allocation of collections on or in   
respect of any Serviced Pari Passu Mortgage Loan and Serviced Companion Mortgage
Loan in accordance with the related Loan Pair Intercreditor Agreement. The      
Master Servicer shall comply with the applicable provisions of each Loan Pair   
Intercreditor Agreement, and if any Serviced Pari Passu Mortgage Loan and       
Serviced Companion Mortgage Loan are then Specially Serviced Mortgage Loans, the
Special Servicer shall comply with the applicable provisions of the related Loan
Pair Intercreditor Agreement. The parties hereto agree that any conflict between
the terms of this Agreement and the terms of any Loan Pair Intercreditor        
Agreement or Intercreditor Agreement, as applicable, shall be resolved in favor 
of the Loan Pair Intercreditor Agreement or Intercreditor Agreement.            

             (f) Promptly following the Closing Date, the Trustee shall send
written notice to each Non-Serviced Mortgage Loan Master Servicer, stating that,
as of the Closing Date, the Trustee is the holder of the applicable Non-Serviced
Mortgage Loan, and directing such Non-Serviced Mortgage Loan Master Servicer to 
remit to the Master Servicer all amounts payable to, and directing such         
Non-Serviced Mortgage Loan Master Servicer to forward, deliver or otherwise make
available, as the case may be, to, the Master Servicer all reports, statements, 
documents, communications and other information that are to be forwarded,       
delivered or otherwise made available to, such holder of the applicable         
Non-Serviced Mortgage Loan under the related Non-Serviced Mortgage Loan Pooling 
and Servicing Agreement and Non-Serviced Mortgage Loan Intercreditor Agreement. 

       (g) Each Non-Serviced Mortgage Loan shall be serviced and
administered by the applicable Non-Serviced Mortgage Loan Master Servicer and   
Non-Serviced Mortgage Loan Special Servicer pursuant to the related Non-Serviced
Mortgage Loan Pooling and Servicing Agreement and Non-Serviced Mortgage Loan    
Intercreditor Agreement, except as otherwise specifically provided in this      
Agreement. If any Non-Serviced Companion Mortgage Loan that is an asset under   
the trust created by the related Non-Serviced Mortgage Loan Pooling and         
Servicing Agreement is removed from the pool of mortgage loans created under    
such Non-Serviced Mortgage Loan Pooling and Servicing Agreement, or if such     
Non-Serviced Mortgage Loan Pooling and Servicing Agreement is otherwise         
terminated, the servicing of the Non-Serviced Mortgage Loan shall be            
transferred, pursuant to the related Non-Serviced Mortgage Loan Intercreditor   
Agreement, and shall be serviced and administered by a successor servicing      
agreement, which shall have similar provisions to such Non-Serviced Mortgage    
Loan Pooling and Servicing Agreement to the extent set forth in the related     
Non-Serviced Mortgage Loan Intercreditor Agreement, and such transfer shall be  
subject to the receipt of a Rating Agency Confirmation.                         

          Section 8.2 Fidelity Bond and Errors and Omissions Insurance
Policy Maintained by the Master Servicer. The Master Servicer, at its expense,  
shall maintain in effect a Servicer Fidelity Bond and a Servicer Errors and     
Omissions Insurance Policy. The Servicer Errors and Omissions Insurance Policy  
and Servicer Fidelity Bond shall be issued by a Qualified Insurer (unless the   
Master Servicer self insures as provided below) and be in form and amount       
consistent with the Servicing Standard. In the event that any such Servicer     
Errors and Omissions Insurance Policy or Servicer Fidelity Bond ceases to be in 
effect, the Master Servicer shall obtain a comparable replacement policy or bond
from an insurer or issuer meeting the requirements set forth above as of the    
date of such replacement. So long as the long-term rating of the Master Servicer
is not in any event less than "A" as rated by Fitch, "BBB" as rated by          

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S&P and "A" as rated by DBRS (or, if not rated by DBRS, an equivalent rating    
(such as those listed above for Fitch and S&P) by two nationally recognized     
statistical rating organizations (which may include S&P, Fitch and/or Moody's)),
respectively, the Master Servicer may self-insure for the Servicer Fidelity Bond
and the Servicer Errors and Omissions Insurance Policy.                         

     Section 8.3 Master Servicer's General Power and Duties.

               (a) The Master Servicer shall service and administer the Mortgage
Loans and shall, subject to Sections 8.7, 8.18, 8.19, 8.27 and Article XII      
hereof and as otherwise provided herein and by the Code, have full power and    
authority to do any and all things which it may deem necessary or desirable in  
connection with such servicing and administration in accordance with the        
Servicing Standard. To the extent consistent with the foregoing and subject to  
any express limitations and provisions set forth in this Agreement (and, in the 
case of any A/B Mortgage Loan and any Loan Pair, subject to the applicable      
Intercreditor Agreement or Loan Pair Intercreditor Agreement and, in the case of
any Non-Serviced Mortgage Loan, subject to the servicing of such Non-Serviced   
Mortgage Loan by the applicable Non-Serviced Mortgage Loan Master Servicer and  
the applicable Non-Serviced Mortgage Loan Special Servicer, as applicable), such
power and authority shall include, without limitation, the right, subject to the
terms hereof, (A) to execute and deliver, on behalf of the Certificateholders   
(and in connection with any B Note, the holder of the B Note and, in connection 
with any Loan Pair, the holder of the Serviced Companion Mortgage Loan) and the 
Trustee, customary consents or waivers and other instruments and documents      
(including, without limitation, estoppel certificates, financing statements,    
continuation statements, title endorsements and reports and other documents and 
instruments necessary to preserve and maintain the lien on the related Mortgaged
Property and related collateral), (B) to consent to assignments and assumptions 
or substitutions, and transfers of interest of any Mortgagor, in each case      
subject to and in accordance with the terms of the related Mortgage Loan and    
Section 8.7, (C) to collect any Insurance Proceeds, (D) subject to Section 8.7, 
to consent to any subordinate financings to be secured by any related Mortgaged 
Property to the extent that such consent is required pursuant to the terms of   
the related Mortgage or which otherwise is required, and, subject to Section    
8.7, to consent to any mezzanine debt to the extent such consent is required    
pursuant to the terms of the related Mortgage; (E) to consent to the application
of any proceeds of insurance policies or condemnation awards to the restoration 
of the related Mortgaged Property or otherwise and to administer and monitor the
application of such proceeds and awards in accordance with the terms of the     
Mortgage Loan as the Master Servicer deems reasonable under the circumstances,  
(F) to execute and deliver, on behalf of the Certificateholders (and, if        
applicable, the holders of the B Note and Serviced Companion Mortgage Loan) and 
the Trustee, documents relating to the management, operation, maintenance,      
repair, leasing and marketing of the related Mortgaged Properties, including    
agreements and requests by the Mortgagor with respect to modifications of the   
standards of operation and management of the Mortgaged Properties or the        
replacement of asset managers, (G) to consent to any operation or action under a
Mortgage Loan that is contemplated or permitted under a Mortgage or other       
documents evidencing or securing the applicable Mortgage Loan (either as a      
matter of right or upon satisfaction of specified conditions), (H) to obtain,   
release, waive or modify any term other than a Money Term of a Mortgage Loan and
related documents subject to and to the extent permitted by Section 8.18, (I) to
exercise all rights, powers and privileges granted or provided to the holder of 
the Mortgage Notes, any Serviced Companion Mortgage Loan and any B Note under   
the terms of the Mortgage, including all rights of consent or approval          
thereunder, subject to Sections 8.7 and 8.18 of this Agreement, (J) to enter    

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into lease subordination agreements, non-disturbance and attornment agreements  
or other leasing or rental arrangements which may be requested by the Mortgagor 
or the Mortgagor's tenants, (K) to join the Mortgagor in granting, modifying or 
releasing any easements, covenants, conditions, restrictions, equitable         
servitudes, or land use or zoning requirements with respect to the Mortgaged    
Properties to the extent such does not adversely affect the value of the related
Mortgage Loan or Mortgaged Property, (L) to execute and deliver, on behalf of   
itself, the Trustee, the Trust (and, if applicable, the holders of the B Note   
and Serviced Companion Mortgage Loan) or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge and all
other comparable instruments, with respect to the Mortgage Loans and with       
respect to the Mortgaged Properties, and (M) hold in accordance with the terms  
of any Mortgage Loan and this Agreement, Defeasance Collateral. The foregoing   
clauses (A) through (M) are referred to collectively as "Master Servicer Consent
Matters." Notwithstanding the above, the Master Servicer shall have no power to 
(i) waive any Prepayment Premiums or (ii) consent to any modification of a Money
Term of a Mortgage Loan. Nothing contained in this Agreement shall limit the    
ability of the Master Servicer to lend money to (to the extent not secured, in  
whole or in part, by any Mortgaged Property), accept deposits from and otherwise
generally engage in any kind of business or dealings with any Mortgagor as      
though the Master Servicer was not a party to this Agreement or to the          
transactions contemplated hereby; provided, however, that this sentence shall   
not modify the Servicing Standard.                                              

           (b) The Master Servicer shall not be obligated to service and
administer the Mortgage Loans which have become and continue to be Specially    
Serviced Mortgage Loans, except as specifically provided herein. The Master     
Servicer shall be required to make all calculations and prepare all reports     
required hereunder with respect to such Specially Serviced Mortgage Loans (other
than calculations and reports expressly required to be made by the Special      
Servicer hereunder) as if no Servicing Transfer Event had occurred and shall    
continue to collect all Scheduled Payments, make Servicing Advances as set forth
herein, make P&I Advances as set forth herein and render such incidental        
services with respect to such Specially Serviced Mortgage Loans, all as are     
specifically provided for herein, but shall have no other servicing or other    
duties with respect to such Specially Serviced Mortgage Loans. The Master       
Servicer shall give notice within three Business Days to the Special Servicer of
any collections it receives from any Specially Serviced Mortgage Loans, subject 
to changes agreed upon from time to time by the Special Servicer and the Master 
Servicer. The Special Servicer shall instruct within one Business Day after     
receiving such notice the Master Servicer on how to apply such funds. The Master
Servicer within one Business Day after receiving such instructions shall apply  
such funds in accordance with the Special Servicer's instructions. Each Mortgage
Loan that becomes a Specially Serviced Mortgage Loan shall continue as such     
until such Mortgage Loan becomes a Rehabilitated Mortgage Loan. The Master      
Servicer shall not be required to initiate extraordinary collection procedures  
or legal proceedings with respect to any Mortgage Loan or to undertake any      
pre-foreclosure procedures.                                                     

        (c) Concurrently with the execution of this Agreement, the
Trustee shall sign the Power of Attorney attached hereto as Exhibit S-1. The    
Master Servicer, shall promptly notify the Trustee of the execution and delivery
of any document on behalf of the Trustee under such Power-of-Attorney. From time
to time until the termination of the Trust, upon receipt of additional          
unexecuted powers of attorney from the Master Servicer or the Special Servicer, 
the Trustee shall execute and return to the Master Servicer, the Special        
Servicer or the Primary Servicer any additional powers of attorney and other    
documents necessary or appropriate to                                           

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enable the Master Servicer and the Special Servicer to service and administer   
the Mortgage Loans including, without limitation, documents relating to the     
management, operation, maintenance, repair, leasing or marketing of the         
Mortgaged Properties. The Master Servicer shall indemnify the Trustee for any   
costs, liabilities and expenses (including attorneys' fees) incurred by the     
Trustee in connection with the intentional or negligent misuse of such power of 
attorney by the Master Servicer. Notwithstanding anything contained herein to   
the contrary, neither the Master Servicer nor the Special Servicer shall without
the Trustee's written consent: (i) initiate any action, suit or proceeding      
solely under the Trustee's name without indicating the Master Servicer's or     
Special Servicer's, as applicable, representative capacity, or (ii) knowingly   
take any action that causes the Trustee to be registered to do business in any  
state, provided, however, that the preceding clause (i) shall not apply to the  
initiation of actions relating to a Mortgage Loan that the Master Servicer or   
the Special Servicer, as the case may be, is servicing pursuant to its          
respective duties herein (in which case the Master Servicer or the Special      
Servicer, as the case may be, shall give three (3) Business Days prior notice to
the Trustee of the initiation of such action). The limitations of the preceding 
clause shall not be construed to limit any duty or obligation imposed on the    
Trustee under any other provision of this Agreement.                            

            (d) The Master Servicer shall make efforts consistent with the
Servicing Standard and the terms of this Agreement to collect all payments      
called for under the terms and provisions of the applicable Mortgage Loans      
(other than Specially Serviced Mortgage Loans or REO Properties).               

             (e) The Master Servicer (or the Primary Servicer on its behalf)
shall segregate and hold all funds collected and received pursuant to any       
Mortgage Loan (other than any Non-Serviced Mortgage Loan) constituting Escrow   
Amounts separate and apart from any of its own funds and general assets and     
shall establish and maintain one or more segregated custodial accounts (each, an
"Escrow Account") into which all Escrow Amounts shall be deposited within one   
(1) Business Day after receipt. Each Escrow Account shall be an Eligible        
Account, except with respect to Mortgage Loans identified on Schedule VI for    
which Escrow Accounts shall be transferred to Eligible Accounts at the earliest 
date permitted under the related Mortgage Loan documents. The Master Servicer   
shall also deposit into each Escrow Account any amounts representing losses on  
Eligible Investments pursuant to the immediately succeeding paragraph and any   
Insurance Proceeds or Liquidation Proceeds which are required to be applied to  
the restoration or repair of any Mortgaged Property pursuant to the related     
Mortgage Loan. Each Escrow Account shall be maintained in accordance with the   
requirements of the related Mortgage Loan and in accordance with the Servicing  
Standard. Withdrawals from an Escrow Account may be made only:                  

                  (i) to effect timely payments of items constituting Escrow
Amounts for the related Mortgage Loan;                                          

                 (ii) to transfer funds to the Certificate Account (or any
sub-account thereof) to reimburse the Master Servicer for any Advance (or the   
Trust for any Unliquidated Advance) relating to Escrow Amounts, but only from   
amounts received with respect to the related Mortgage Loan which represent late 
collections of Escrow Amounts thereunder;                                       

                 (iii) for application to the restoration or repair of the
related Mortgaged Property in accordance with the related Mortgage Loan and the 
Servicing Standard;                                                             

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                (iv) to clear and terminate such Escrow Account upon the
termination of this Agreement or pay-off of the related Mortgage Loan;          

                 (v) to pay from time to time to the related Mortgagor any
interest or investment income earned on funds deposited in the Escrow Account if
such income is required to be paid to the related Mortgagor under applicable law
or by the terms of the Mortgage Loan, or otherwise to the Master Servicer; and  

                   (vi) to remove any funds deposited in a Escrow Account that
were not required to be deposited therein or to refund amounts to the Mortgagors
determined to be overages.                                                      

            Subject to the immediately succeeding sentence, (i) the Master
Servicer may direct any depository institution or trust company in which the    
Escrow Accounts are maintained to invest the funds held therein in one or more  
Eligible Investments; provided, however, that such funds shall be either (x)    
immediately available or (y) available in accordance with a schedule which will 
permit the Master Servicer to meet the payment obligations for which the Escrow 
Account was established; (ii) the Master Servicer shall be entitled to all      
income and gain realized from any such investment of funds as additional        
servicing compensation; and (iii) the Master Servicer shall deposit from its own
funds in the applicable Escrow Account the amount of any loss incurred in       
respect of any such investment of funds immediately upon the realization of such
loss. The Master Servicer shall not direct the investment of funds held in any  
Escrow Account and retain the income and gain realized therefrom if the terms of
the related Mortgage Loan or applicable law permit the Mortgagor to be entitled 
to the income and gain realized from the investment of funds deposited therein, 
and the Master Servicer shall not be required to invest amounts on deposit in   
Escrow Accounts in Eligible Investments or Eligible Accounts to the extent that 
the Master Servicer is required by either law or under the terms of any related 
Mortgage Loan to deposit or invest (or the Mortgagor is entitled to direct the  
deposit or investment of) such amounts in another type of investments or        
accounts. In the event the Master Servicer is not entitled to direct the        
investment of such funds, (1) the Master Servicer shall direct the depository   
institution or trust company in which such Escrow Accounts are maintained to    
invest the funds held therein in accordance with the Mortgagor's written        
investment instructions, if the terms of the related Mortgage Loan or applicable
law require the Master Servicer to invest such funds in accordance with the     
Mortgagor's directions; and (2) in the absence of appropriate written           
instructions from the Mortgagor, the Master Servicer shall have no obligation   
to, but may be entitled to, direct the investment of such funds; provided,      
however, that in either event (i) such funds shall be either (y) immediately    
available or (z) available in accordance with a schedule which will permit the  
Master Servicer to meet the payment obligations for which the Escrow Account was
established, and (ii) the Master Servicer shall have no liability for any loss  
in investments of such funds that are invested pursuant to written instructions 
from the Mortgagor.                                                             

         (f) The relationship of each of the Master Servicer and the
Special Servicer to the Trustee and the Paying Agent and to each other under    
this Agreement is intended by the parties to be that of an independent          
contractor and not of a joint venturer, partner or agent.                       

              (g) With respect to each Mortgage Loan, if required by the terms
of the related Mortgage Loan, any Lock-Box Agreement or similar agreement, the  
Master Servicer                                                                 

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shall establish and maintain, in accordance with the Servicing Standard, one or 
more lock-box, cash management or similar accounts ("Lock-Box Accounts") to be  
held outside the Trust and maintained by the Master Servicer in accordance with 
the terms of the related Mortgage. No Lock-Box Account is required to be an     
Eligible Account, unless otherwise required pursuant to the related Mortgage    
Loan documents. The Master Servicer shall apply the funds deposited in such     
accounts in accordance with terms of the related Mortgage Loan documents, any   
Lock-Box Agreement and in accordance with the Servicing Standard.               

           (h) The Master Servicer or the Primary Servicer on its behalf
shall process all defeasances of Mortgage Loans in accordance with the terms of 
the Mortgage Loan documents, and shall be entitled to any fees paid relating    
thereto. The Master Servicer shall not permit defeasance (or partial defeasance 
if permitted under the Mortgage Loan) of any Mortgage Loan on or before the     
second anniversary of the Closing Date unless such defeasance will not result in
an Adverse REMIC Event and the Master Servicer has received an opinion of       
counsel to such effect and all items in the following sentence have been        
satisfied. Subsequent to the second anniversary of the Closing Date, the Master 
Servicer, in connection with the defeasance of a Mortgage Loan shall require (to
the extent it is not inconsistent with the Servicing Standard) that: (i) the    
defeasance collateral consists of Qualifying Government Securities as defined in
Section 2(a)(16) of the Investment Company Act of 1940, as amended, that are    
acceptable as defeasance collateral under the current guidelines of the Rating  
Agencies, (ii) the Master Servicer has determined that the defeasance will not  
result in an Adverse REMIC Event, (iii) either (A) the related Mortgagor        
designates a Single-Purpose Entity (if the Mortgagor no longer complies) to own 
the Defeasance Collateral (subject to customary qualifications) or (B) the      
Master Servicer has established a Single-Purpose Entity to hold all Defeasance  
Collateral relating to the Defeasance Loans, (iv) the Master Servicer has       
requested and received from the Mortgagor (A) an opinion of counsel that the    
Trustee will have a perfected, first priority security interest in such         
Defeasance Collateral and (B) written confirmation from a firm of independent   
accountants stating that payments made on such Defeasance Collateral in         
accordance with the terms thereof will be sufficient to pay the subject Mortgage
Loan (or the defeased portion thereof in connection with a partial defeasance)  
in full on or before its Maturity Date (or, in the case of an ARD Loan, on or   
before its Anticipated Repayment Date) and to timely pay each subsequent        
Scheduled Payment, (v) (A) a Rating Agency Confirmation is received if the      
Mortgage Loan (together with any other Mortgage Loan with which it is           
cross-collateralized) has a Principal Balance greater than the lesser of        
$20,000,000 and 5% of the Aggregate Certificate Balance, unless such Rating     
Agency has waived in writing such Rating Agency Confirmation requirement (or    
such higher threshold, if any, as shall be published by the Rating Agencies) or 
(B) if the Mortgage Loan is less than or equal to both of the amounts set forth 
in clause (A) and the successor Mortgagor with respect to the subject Mortgage  
Loan and its affiliates collectively have assumed Mortgage Loans comprising an  
aggregate principal amount at least equal to the lesser of $20,000,000 and 5% of
the Aggregate Certificate Balance, either a Notice and Certification in the form
attached hereto as Exhibit Z (or such less restrictive forms, if any, as shall  
be adopted by the Rating Agencies) or a Rating Agency Confirmation is received  
from S&P and (vi) a Rating Agency Confirmation is received if the Mortgage Loan 
is one of the ten largest Mortgage Loans, by Principal Balance. Any customary   
and reasonable out-of-pocket expense incurred by the Master Servicer pursuant to
this Section 8.3(h) shall be paid by the Mortgagor of the Defeasance Loan       
pursuant to the related Mortgage, Mortgage Note or other pertinent document, if 
so allowed by the terms of such documents.                                      

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              The parties hereto acknowledge that if the payments described in
paragraph 39 of Exhibit 2 to the Mortgage Loan Purchase Agreements regarding the
obligation of a Mortgagor to pay the reasonable costs and expenses associated   
with a defeasance of the related Mortgage Loan are insufficient to reimburse the
Trust, including, but not limited to, rating agency fees, then the sole         
obligation of the related Seller shall be to pay an amount equal to such        
insufficiency or expense to the extent the related Mortgagor is not required to 
pay such amount. If any amount is due under the preceding sentence for any Joint
Mortgage Loan, then each of the applicable Sellers shall be required to pay only
such party's pro rate share. Promptly upon receipt of notice of such            
insufficiency or unpaid expense, the Master Servicer shall request the related  
Seller to make such payment by deposit to the Certificate Account.              

           In the case of a Specially Serviced Mortgage Loan, the Master
Servicer shall process any defeasance of such Specially Serviced Mortgage Loan  
in accordance with the original terms of the respective Mortgage Loan documents 
following a request by the Special Servicer that the Master Servicer do so,     
which request shall be accompanied by a waiver of any condition of defeasance   
that an "event of default" under such Specially Serviced Mortgage Loan not have 
occurred or be continuing, and the Master Servicer shall be entitled to any fees
paid relating to such defeasance. If such "event of default" is on account of an
uncured payment default, the Special Servicer will process the defeasance of    
such Specially Serviced Mortgage Loan, and the Special Servicer shall be        
entitled to any fees paid relating to such defeasance.                          

               Notwithstanding the foregoing, with respect to the Mortgage Loans
originated or acquired by MSMC and subject to defeasance, MSMC has retained the 
right to designate and establish the successor borrower and to purchase or cause
the purchase on behalf of the related borrower of the related defeasance        
collateral ("MSMC Defeasance Rights and Obligations"). In the event the Master  
Servicer receives notice of a defeasance request with respect to a Mortgage Loan
originated or acquired by MSMC and subject to defeasance, the Master Servicer   
shall provide upon receipt of such notice, written notice of such defeasance    
request to MSMC or its assignee. Until such time as MSMC provides written notice
to the contrary, notice of a defeasance of a Mortgage Loan with MSMC Defeasance 
Rights and Obligations shall be delivered to MSMC pursuant to the notice        
provisions of this Agreement.                                                   

              (i) The Master Servicer shall, as to each Mortgage Loan which is
secured by the interest of the related Mortgagor under a ground lease, confirm  
whether or not on or prior to the date that is thirty (30) days after the       
Closing Date, the Seller has notified the related ground lessor of the transfer 
of such Mortgage Loan to the Trust pursuant to this Agreement and informed such 
ground lessor that any notices of default under the related Ground Lease should 
thereafter be forwarded to the Master Servicer (as evidenced by delivery of a   
copy thereof to the Master Servicer). The Master Servicer shall promptly notify 
the ground lessor if the Seller has failed to do so by the thirtieth day after  
the Closing Date.                                                               

               (j) Pursuant to the related Intercreditor Agreement, the owner of
any B Note has agreed that the Master Servicer and the Special Servicer are     
authorized and obligated to service and administer the B Note pursuant to this  
Agreement. The Master Servicer shall be entitled, during any period when the A  
Note and B Note under any A/B Mortgage Loan do not constitute Specially Serviced
Mortgage Loans, to exercise the rights and powers granted under the related     
Intercreditor Agreement to the "Note A Holder" and/or the "Servicer" referred to
therein. For the avoidance of doubt, the parties acknowledge that neither the   
Master Servicer nor                                                             

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the Special Servicer shall be entitled or required to exercise the rights and   
powers granted to any "Note B Holder" as defined under the related Intercreditor
Agreement.                                                                      

       (k) Pursuant to the applicable Non-Serviced Mortgage Loan
Intercreditor Agreement, the owner of any Non-Serviced Mortgage Loan has agreed 
that such owner's rights in, to and under such Non-Serviced Mortgage Loan are   
subject to the servicing and all other rights of the applicable Non-Serviced    
Mortgage Loan Master Servicer and the applicable Non-Serviced Mortgage Loan     
Special Servicer, and the applicable Non-Serviced Mortgage Loan Master Servicer 
and the applicable Non-Serviced Mortgage Loan Special Servicer are authorized   
and obligated to service and administer such Non-Serviced Mortgage Loan pursuant
to the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.      
Notwithstanding anything herein to the contrary, the parties hereto acknowledge 
and agree that the Master Servicer's obligations and responsibilities hereunder 
and the Master Servicer's authority with respect to any Non-Serviced Mortgage   
Loan are limited by and subject to the terms of the related Non-Serviced        
Mortgage Loan Intercreditor Agreement and the rights of the applicable          
Non-Serviced Mortgage Loan Master Servicer and the applicable Non-Serviced      
Mortgage Loan Special Servicer with respect thereto under the related           
Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer 
shall use reasonable best efforts consistent with the Servicing Standard to     
monitor the servicing of any Non-Serviced Mortgage Loan by the applicable       
Non-Serviced Mortgage Loan Master Servicer and the applicable Non-Serviced      
Mortgage Loan Special Servicer pursuant to the related Non-Serviced Mortgage    
Loan Pooling and Servicing Agreement and shall enforce the rights of the Trustee
(as holder of the Non-Serviced Mortgage Loans) under the related Non-Serviced   
Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced      
Mortgage Loan Intercreditor Agreement. The Master Servicer shall take such      
actions as it shall deem reasonably necessary to facilitate the servicing of any
Non-Serviced Mortgage Loan by the applicable Non-Serviced Mortgage Loan Master  
Servicer and the applicable Non-Serviced Mortgage Loan Special Servicer         
including, but not limited to, delivering appropriate Requests for Release to   
the Trustee and Custodian (if any) in order to deliver any portion of the       
related Mortgage File to the applicable Non-Serviced Mortgage Loan Master       
Servicer or applicable Non-Serviced Mortgage Loan Special Servicer under the    
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.             

               (l) Pursuant to each Loan Pair Intercreditor Agreement, the owner
of the related Serviced Companion Mortgage Loan has agreed that the Master      
Servicer and the Special Servicer are authorized and obligated to service and   
administer the Serviced Companion Mortgage Loan pursuant to this Agreement. The 
Master Servicer, the Special Servicer and the Trustee are, to the extent        
applicable, authorized and directed to execute and deliver to the owner or      
owners of the Serviced Companion Mortgage Loan a letter agreement dated as of   
the Closing Date setting forth provisions as to, among other things, the timing 
of remittances, advances and reports relating to the Serviced Companion Mortgage
Loan, and references herein to the related Loan Pair Intercreditor Agreement    
shall be construed to refer to such Loan Pair Intercreditor Agreement and such  
letter agreement taken together, as applicable. To the extent that the Master   
Servicer, the Special Servicer and/or the Trustee have duties and obligations   
under any such letter agreement, each successor master servicer, successor      
special servicer, and/or successor trustee, respectively, under this Agreement  
shall perform such duties and satisfy such obligations.                         

Section 8.4 Primary Servicing and Sub-Servicing.  

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             (a) The parties hereto (A) acknowledge that the Master Servicer
has delegated certain of its obligations and assigned certain of its rights     
under this Agreement to the Primary Servicer pursuant to the Primary Servicing  
Agreement; and (B) agree: (1) in addition to those obligations specifically     
delegated by the Master Servicer to the Primary Servicer under the Primary      
Servicing Agreement, the Primary Servicer shall also perform the Master         
Servicer's obligations set forth in Section 2.1(d) of this Agreement as such    
Section relates to the Mortgage Loans serviced by it; (2) in addition to those  
rights specifically granted by the Master Servicer to the Primary Servicer under
the Primary Servicing Agreement, those rights set forth in Section 8.24 hereof  
accruing to the benefit of the Master Servicer shall also accrue to the benefit 
of the Primary Servicer; (3) any indemnification or release from liability set  
forth in this Agreement accruing to the benefit of the Master Servicer shall    
also, to the extent applicable, benefit the Primary Servicer; and (4) for each  
notice, certification, report, schedule, statement or other type of writing that
a party hereto is obligated to deliver to the Master Servicer, such party shall 
deliver to the Primary Servicer a copy of such notice, certification, report,   
schedule, statement or other type of writing at the time and in the same manner 
that any of the foregoing is required to be delivered to the Master Servicer.   
Notwithstanding the provisions of the Primary Servicing Agreement or any other  
provisions of this Agreement, the Master Servicer shall remain obligated and    
liable to the Trustee, the Paying Agent, the Special Servicer, the              
Certificateholders, the holder of any Serviced Companion Mortgage Loan and the  
holder of any B Note for servicing and administering of the Mortgage Loans and  
any Serviced Companion Mortgage Loan in accordance with the provisions of this  
Agreement to the same extent as if the Master Servicer was alone servicing and  
administering the Mortgage Loans and the Serviced Companion Mortgage Loans. The 
Master Servicer or the Primary Servicer shall supervise, administer, monitor,   
enforce and oversee the servicing of the applicable Mortgage Loans by any       
Sub-Servicer appointed by it. The terms of any arrangement or agreement between 
the Master Servicer or the Primary Servicer and a Sub-Servicer shall provide    
that such agreement or arrangement may be terminated, without cause and without 
the payment of any termination fees, by the Trustee in the event such Master    
Servicer or the Primary Servicer is terminated in accordance with this Agreement
or the Primary Servicing Agreement. In addition, none of the Trustee, the Paying
Agent, the Certificateholders, the holder of any Serviced Companion Mortgage    
Loan or the holder of any B Note shall have any direct obligation or liability  
(including, without limitation, indemnification obligations) with respect to any
Sub-Servicer. The Master Servicer or the Primary Servicer shall pay the costs of
enforcement against any of its Sub-Servicers at its own expense, but shall be   
reimbursed therefor only (i) from a general recovery resulting from such        
enforcement only to the extent that such recovery exceeds all amounts due in    
respect of the related Mortgage Loans or (ii) from a specific recovery of costs,
expenses or attorneys fees against the party against whom such enforcement is   
directed. Notwithstanding the provisions of any primary servicing agreement or  
sub-servicing agreement, any of the provisions of this Agreement relating to    
agreements or arrangements between the Master Servicer or the Primary Servicer  
or a Sub-Servicer, or reference to actions taken through a Sub-Servicer or      
otherwise, the Master Servicer or the Primary Servicer shall remain obligated   
and liable to the Trustee, the Paying Agent, the Special Servicer and the       
Certificateholders for the servicing and administering of the applicable        
Mortgage Loans and the Serviced Companion Mortgage Loans in accordance with (and
subject to the limitations contained within) the provisions of this Agreement or
the Primary Servicing Agreement without diminution of such obligation or        
liability by virtue of indemnification from a Sub-Servicer and to the same      
extent                                                                          

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and under the same terms and conditions as if the Master Servicer or the Primary
Servicer alone were servicing and administering the Mortgage Loans.             

          (b) Subject to the limitations of subsection (a), the Master
Servicer and the Primary Servicer may appoint one or more sub-servicers to      
perform all or any portion of its duties hereunder for the benefit of the       
Trustee and the Certificateholders, provided, however, that any decision or     
recommendation involving the exercise of the Primary Servicer's discretion as a 
"lender" under any loan document with respect to a Mortgage Loan shall be       
exercised only by the Primary Servicer and may not be delegated to a            
sub-servicer, provided, further, that, after the Closing Date, for so long (but 
only for so long) as the Trust, and, with respect to any Serviced Companion     
Mortgage Loan, the trust in the related Other Securitization, are subject to the
reporting requirements of the Exchange Act, neither the Master Servicer, nor the
Special Servicer nor any Primary Servicer shall enter into a sub-servicing      
agreement with any Prohibited Party.                                            

        The Master Servicer shall enter into the Primary Servicing
Agreement with the Primary Servicer and shall not terminate such agreements     
except in accordance with the terms thereof. To the extent consistent with the  
rights of the Primary Servicer under this Agreement and the Primary Servicing   
Agreement, but not in limitation of any other rights granted to the Primary     
Servicer in this Agreement and/or in the Primary Servicing Agreement, the       
Primary Servicer shall have all of the rights and obligations of a Sub-Servicer 
set forth herein.                                                               

             Notwithstanding any other provision set forth in this Agreement
to the contrary, (i) the Primary Servicer's rights and obligations under the    
Primary Servicing Agreement shall expressly survive a termination of the Master 
Servicer's servicing rights under this Agreement; provided that the Primary     
Servicing Agreement has not been terminated in accordance with its provisions;  
(ii) any successor Master Servicer, including, without limitation, the Trustee  
(if it assumes the servicing obligations of the Master Servicer) shall be deemed
to automatically assume and agree to the then current Primary Servicing         
Agreement without further action upon becoming the successor Master Servicer and
(iii) this Agreement may not be modified in any manner which would increase the 
obligations or limit the rights of the Primary Servicer hereunder and/or under  
the Primary Servicing Agreement, without the prior written consent of the       
Primary Servicer (which consent shall not be unreasonably withheld).            

               If a task, right or obligation of Master Servicer is delegated to
the Primary Servicer under the Primary Servicing Agreement, and such task, right
or obligation involves or requires the consent of the Special Servicer, then the
Special Servicer shall accept the performance of such task, right or obligation 
by the Primary Servicer in accordance with the terms of this Agreement          
(including without limitation any time periods for consent or deemed consent to 
be observed by the Special Servicer) as if Master Servicer were performing it.  

          Notwithstanding any provision of this Agreement, each of the
parties hereto acknowledges and agrees that the Special Servicer is neither a   
party to the Primary Servicing Agreement, nor is it bound by any provision of   
the Primary Servicing Agreement. The Special Servicer hereby acknowledges the   
delegation of rights and duties hereunder by the Master Servicer pursuant to the
provisions of the Primary Servicing Agreement.                                  

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      (c) Notwithstanding anything herein to the contrary, any
sub-servicing agreement with a Sub-Servicer (excluding the Primary Servicing    
Agreement) shall provide that (i) the failure of such Sub-Servicer to comply    
with any of the requirements of Article XIII of this Agreement, (ii) the failure
of such Sub-Servicer to comply with any requirements to deliver any items       
required by Items 1122 and 1123 of Regulation AB under any other pooling and    
servicing agreement relating to any commercial mortgage loan securitization     
similar to the Trust or (iii) the status of such Sub-Servicer as a Prohibited   
Party at any time during which the Trust is subject to the reporting            
requirements of the Exchange Act shall constitute an event of default by such   
Sub-Servicer under such sub-servicing agreement upon the occurrence of which any
of the Master Servicer, the Primary Servicer, the Special Servicer or the       
Depositor shall have the right to immediately terminate such Sub-Servicer and   
that such termination shall be deemed for cause.                                

             Section 8.5 Servicers May Own Certificates. The Master Servicer
and the Primary Servicer and any agent of the Master Servicer or Primary        
Servicer in its individual or any other capacity may become the owner or pledgee
of Certificates with the same rights it would have if it were not the Master    
Servicer or such agent. Any such interest of the Master Servicer or the Primary 
Servicer or such agent in the Certificates shall not be taken into account when 
evaluating whether actions of the Master Servicer are consistent with its       
obligations in accordance with the Servicing Standard regardless of whether such
actions may have the effect of benefiting the Class or Classes of Certificates  
owned by the Master Servicer.                                                   

           Section 8.6 Maintenance of Hazard Insurance, Other Insurance,
Taxes and Other. Subject to the limitations set forth below, the Master Servicer
shall use reasonable efforts consistent with the Servicing Standard to cause the
related Mortgagor to maintain for each Mortgage Loan (other than any REO        
Mortgage Loan) (A) a Standard Hazard Insurance Policy (that, if the terms of the
related Mortgage Loan documents and the related Mortgage so require or so permit
the holder of the Mortgage Loan to require, contains no exclusion for damages   
due to any Act or Acts of Terrorism, as defined in the Terrorism Risk Insurance 
Act of 2002) and which does not provide for reduction due to depreciation in an 
amount that is at least equal to the lesser of (i) the full replacement cost of 
improvements securing such Mortgage Loan or (ii) the outstanding Principal      
Balance of such Mortgage Loan and any related B Note or Serviced Companion      
Mortgage Loan, but, in any event, in an amount sufficient to avoid the          
application of any co-insurance clause and (B) any other insurance coverage for 
a Mortgage Loan which the related Mortgagor is required to maintain under the   
related Mortgage, provided the Master Servicer shall not be required to maintain
earthquake insurance on any Mortgaged Property unless such insurance was        
required at origination and is available at commercially reasonable rates;      
provided, however, that the Special Servicer shall have the right, but not the  
duty, to obtain, at the Trust's expense, earthquake insurance on any Mortgaged  
Property securing a Specially Serviced Mortgage Loan or an REO Property so long 
as such insurance is available at commercially reasonable rates. If the related 
Mortgagor does not maintain the insurance set forth in clauses (A) and (B)      
above, then the Master Servicer shall cause such insurance to be maintained with
a Qualified Insurer. The Master Servicer shall be deemed to have satisfied its  
obligations with respect to clause (A) above if the Mortgagor maintains, or the 
Master Servicer shall have otherwise caused to be obtained, a Standard Hazard   
Insurance Policy that is in compliance with the related Mortgage Loan documents,
and, if required by such Mortgage Loan documents or if such Mortgage Loan       
documents permit the holder of the Mortgage Loan to require, the Mortgagor pays,
or the Master Servicer shall have otherwise caused to be paid, the              

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premium required by the related insurance provider that is necessary to avoid an
exclusion in such policy against "acts of terrorism" as defined by the Terrorism
Risk Insurance Act of 2002.                                                     

              Each Standard Hazard Insurance Policy maintained with respect to
any Mortgaged Property that is not an REO Property shall contain, or have an    
accompanying endorsement that contains, a standard mortgagee clause. If the     
improvements on the Mortgaged Property are located in a designated special flood
hazard area by the Federal Emergency Management Agency in the Federal Register, 
as amended from time to time (to the extent permitted under the related Mortgage
Loan or as required by law), the Master Servicer (with respect to any Mortgaged 
Property that is not an REO Property) shall cause flood insurance to be         
maintained. Such flood insurance shall be in an amount equal to the lesser of   
(i) the unpaid principal balance of the related Mortgage Loan or (ii) the       
maximum amount of such insurance available for the related Mortgaged Property   
under the national flood insurance program, if the area in which the            
improvements on the Mortgaged Property are located is participating in such     
program. Any amounts collected by the Master Servicer under any such policies   
(other than amounts to be applied to the restoration or repair of the related   
Mortgaged Property or property thus acquired or amounts released to the         
Mortgagor in accordance with the terms of the applicable Mortgage Loan) shall be
deposited in the Certificate Account.                                           

            Any cost (such as insurance premiums and insurance broker fees
but not internal costs and expenses of obtaining such insurance) incurred by the
Master Servicer in maintaining any insurance pursuant to this Section 8.6 shall 
not, for the purpose of calculating monthly distributions to the                
Certificateholders or remittances to the Paying Agent for their benefit, be     
added to the Principal Balance of the Mortgage Loan, notwithstanding that the   
terms of the Mortgage Loan permit such cost to be added to the outstanding      
Principal Balance thereof. Such costs shall be paid as a Servicing Advance by   
the Master Servicer, subject to Section 4.4 hereof.                             

          Notwithstanding the above, the Master Servicer shall have no
obligation beyond using its reasonable efforts consistent with the Servicing    
Standard to enforce such insurance requirements. Furthermore, the Master        
Servicer shall not be required in any event to cause the Mortgagor to maintain  
or itself obtain insurance coverage beyond what is available on commercially    
reasonable terms at a cost customarily acceptable (in each case, as determined  
by the Master Servicer, which shall be entitled to rely, at its sole expense, on
insurance consultants in making such determination, consistent with the         
Servicing Standard) and consistent with the Servicing Standard; provided, that  
the Master Servicer shall be obligated to cause the Mortgagor to maintain or    
itself obtain insurance against property damage resulting from terrorism or     
similar acts if the terms of the related Mortgage Loan documents and the related
Mortgage so require unless the Master Servicer determines that (i) such         
insurance is not available at any rate or (ii) such insurance is not available  
at commercially reasonable rates and such hazards are not at the time commonly  
insured against for properties similar to the related Mortgaged Property and    
located in or around the region in which such related Mortgaged Property is     
located; provided, that such determination must be made by the Master Servicer  
not less frequently (but need not be made more frequently) than annually, but in
any event, shall be made on the approximate date on (but not later than sixty   
(60) days thereafter) which the Master Servicer receives notice of the renewal, 
replacement or cancellation of coverage (as evidenced by the related insurance  
policy or insurance certificate). Notwithstanding the limitation set forth in   
the preceding sentence, if the related Mortgage Loan documents and the related  
Mortgage require the Mortgagor to maintain insurance against property damage    
resulting from terrorism or similar acts, the Master Servicer                   

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shall prior to availing itself of any limitation described in that sentence with
respect to any Mortgage Loan (or any component loan of an A/B Mortgage Loan)    
that has a principal balance in excess of $2,500,000, obtain the approval or    
disapproval of the Special Servicer and the Operating Adviser (subject to the   
penultimate paragraph of Section 9.39). The Master Servicer shall be entitled to
rely on the determination of the Special Servicer made in connection with such  
approval or disapproval. The Special Servicer shall decide whether to withhold  
or grant such approval in accordance with the Servicing Standard. If any such   
approval has not been expressly denied within seven (7) Business Days of receipt
by the Special Servicer and Operating Adviser from the Master Servicer of the   
Master Servicer's determination and analysis and all information reasonably     
requested by the Special Servicer and reasonably available to the Master        
Servicer in order to make an informed decision, such approval shall be deemed to
have been granted. The Master Servicer shall notify the holder of the related   
Serviced Companion Mortgage Loan of any determination that it makes pursuant to 
clauses (i) and (ii) above with respect to any Serviced Pari Passu Mortgage     
Loan.                                                                           

      The Master Servicer shall conclusively be deemed to have
satisfied its obligations as set forth in this Section 8.6 either (i) if the    
Master Servicer shall have obtained and maintained a master force placed or     
blanket insurance policy insuring against hazard losses on all of the applicable
Mortgage Loans, any Serviced Companion Mortgage Loan and any B Note serviced by 
it, it being understood and agreed that such policy may contain a deductible    
clause on terms substantially equivalent to those commercially available and    
maintained by comparable servicers consistent with the Servicing Standard, and  
provided that such policy is issued by a Qualified Insurer or (ii) if the Master
Servicer, provided that its long-term rating is not less than "A" by Fitch, "A" 
by S&P and "A" by DBRS (or, if not rated by DBRS, an equivalent rating (such as 
those listed above for Fitch and S&P) by at least two nationally recognized     
statistical rating organizations (which may include S&P, Fitch and/or Moody's)),
self-insures for its obligations as set forth in the first paragraph of this    
Section 8.6. In the event that the Master Servicer shall cause any Mortgage Loan
to be covered by such a master force placed or blanket insurance policy, the    
incremental cost of such insurance allocable to such Mortgage Loan (i.e., other 
than any minimum or standby premium payable for such policy whether or not any  
Mortgage Loan is then covered thereby), if not borne by the related Mortgagor,  
shall be paid by the Master Servicer as a Servicing Advance. If such policy     
contains a deductible clause, the Master Servicer shall, if there shall not have
been maintained on the related Mortgaged Property a policy complying with this  
Section 8.6 and there shall have been a loss that would have been covered by    
such policy, deposit in the Certificate Account the amount not otherwise payable
under such master force placed or blanket insurance policy because of such      
deductible clause to the extent that such deductible exceeds (i) the deductible 
under the related Mortgage Loan or (ii) if there is no deductible limitation    
required under the Mortgage Loan, the deductible amount with respect to         
insurance policies generally available on properties similar to the related     
Mortgaged Property which is consistent with the Servicing Standard, and deliver 
to the Trustee an Officer's Certificate describing the calculation of such      
amount. In connection with its activities as administrator and servicer of the  
Mortgage Loans, any Serviced Companion Mortgage Loan and any B Note, the Master 
Servicer agrees to present, on its behalf and on behalf of the Trustee and the  
holders of any Serviced Companion Mortgage Loan or any B Note, claims under any 
such master force placed or blanket insurance policy.                           

           With respect to each Mortgage Loan, the Master Servicer shall
maintain accurate records with respect to each related Mortgaged Property       
reflecting the status of taxes,                                                 

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assessments and other similar items that are or may become a lien on the related
Mortgaged Property and the status of insurance premiums payable with respect    
thereto. From time to time, the Master Servicer (other than with respect to REO 
Mortgage Loans) shall (i) obtain all bills for the payment of such items        
(including renewal premiums), and (ii) except in the case of Mortgage Loans     
under which Escrow Amounts are not held by the Master Servicer, effect payment  
of all such bills, taxes and other assessments with respect to such Mortgaged   
Properties prior to the applicable penalty or termination date, in each case    
employing for such purpose Escrow Amounts as allowed under the terms of the     
related Mortgage Loan. If a Mortgagor fails to make any such payment on a timely
basis or collections from the Mortgagor are insufficient to pay any such item   
before the applicable penalty or termination date, the Master Servicer in       
accordance with the Servicing Standard shall use its reasonable efforts to pay  
as a Servicing Advance the amount necessary to effect the payment of any such   
item prior to such penalty or termination date, subject to Section 4.4 hereof.  
No costs incurred by the Master Servicer or the Trustee as the case may be, in  
effecting the payment of taxes and assessments on the Mortgaged Properties and  
related insurance premiums and ground rents shall, for the purpose of           
calculating distributions to Certificateholders, be added to the Principal      
Balance of the Mortgage Loans, notwithstanding that the terms of such Mortgage  
Loans permit such costs to be added to the outstanding Principal Balances of    
such Mortgage Loans.                                                            

        Section 8.7 Enforcement of Due-On-Sale Clauses; Assumption
Agreements; Due-On-Encumbrance Clause.                                          

            (a) In the event the Master Servicer receives a request from a
Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan,   
Serviced Companion Mortgage Loan or B Note (other than a Specially Serviced     
Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly permits, subject  
to any conditions set forth in the Mortgage Loan documents, the assignment of   
the related Mortgaged Property to, and assumption of such Mortgage Loan,        
Serviced Companion Mortgage Loan or B Note by, another Person, the Master       
Servicer shall obtain relevant information for purposes of evaluating such      
request. For the purpose of the foregoing sentence, the term  expressly permits'
shall include outright permission to assign, permission to assign upon          
satisfaction of certain conditions or prohibition against assignment except upon
the satisfaction of stated conditions. If the Master Servicer recommends that   
such assignment be approved, the Master Servicer shall provide to the Special   
Servicer (and solely with respect to any A/B Mortgage Loan, the holder of the B 
Note) a copy of such recommendation and the materials upon which such           
recommendation is based (which information shall consist of the information to  
be included in the Assignment and Assumption Submission to Special Servicer, in 
the form attached hereto as Exhibit U) and (A) the Special Servicer shall have  
the right hereunder to grant or withhold consent to any such request for such   
assignment and assumption in accordance with the terms of the Mortgage Loan,    
Serviced Companion Mortgage Loan or B Note and this Agreement, and the Special  
Servicer shall not unreasonably withhold such consent and any such decision of  
the Special Servicer shall be in accordance with the Servicing Standard, (B)    
failure of the Special Servicer to notify the Master Servicer in writing, within
five (5) Business Days following the Master Servicer's delivery of the          
recommendation described above and the complete Assignment and Assumption       
Submission to Special Servicer on which the recommendation is based, of its     
determination to grant or withhold such consent shall be deemed to constitute a 
grant of such consent and (C) the Master Servicer shall not permit any such     
assignment or assumption unless (i) it has received the written consent of the  
Special Servicer or such consent has been deemed to have been granted as set    
forth in the                                                                    

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preceding sentence and (ii) with respect to any A/B Mortgage Loan, the Master   
Servicer has obtained the approval of the holder of the related B Note, to the  
extent provided for in the related Intercreditor Agreement, and in accordance   
with any procedures therefor set forth in Section 9.40. The Special Servicer    
hereby acknowledges the delegation of rights and duties hereunder by the Master 
Servicer pursuant to the provisions of the Primary Servicing Agreement. If the  
Special Servicer withholds consent pursuant to the provisions of this Agreement,
it shall provide the Master Servicer or the Primary Servicer with a written     
statement and a verbal explanation as to its reasoning and analysis. Upon       
consent or deemed consent by the Special Servicer to such proposed assignment   
and assumption, the Master Servicer shall process such request of the related   
Mortgagor (or other obligor) and shall be authorized to enter into an assignment
and assumption or substitution agreement with the Person to whom the related    
Mortgaged Property has been or is proposed to be conveyed, and/or release the   
original Mortgagor from liability under the related Mortgage Loan, Serviced     
Companion Mortgage Loan or B Note and substitute as obligor thereunder the      
Person to whom the related Mortgaged Property has been or is proposed to be     
conveyed; provided, however, that the Master Servicer shall not enter into any  
such agreement to the extent that any terms thereof would result in an Adverse  
REMIC Event or create any lien on a Mortgaged Property that is senior to, or on 
parity with, the lien of the related Mortgage. To the extent permitted by       
applicable law, the Master Servicer shall not enter into such an assumption or  
substitution agreement unless the credit status of the prospective new Mortgagor
(or other obligor) is in conformity to the terms of the related Mortgage Loan   
and, if applicable, B Note or Serviced Companion Mortgage Loan documents. In    
making its recommendation, the Master Servicer shall evaluate such conformity in
accordance with the Servicing Standard. The Master Servicer shall notify the    
Trustee, the Paying Agent and the Special Servicer of any assignment and        
assumption or substitution agreement executed pursuant to this Section 8.7(a).  
The Master Servicer shall be entitled to (as additional servicing compensation) 
50% of any assumption fee collected from a Mortgagor in connection with an      
assignment and assumption or substitution of a non-Specially Serviced Mortgage  
Loan executed pursuant to this Section 8.7(a) and the Special Servicer shall be 
entitled to (as additional special servicing compensation) the other 50% of such
fee.                                                                            

              Notwithstanding the foregoing, the Special Servicer acknowledges
that the Master Servicer has delegated certain tasks, rights and obligations to 
the Primary Servicer with respect to Post Closing Requests (as defined in the   
Primary Servicing Agreement) pursuant to Section 8.4 of this Agreement. The     
Primary Servicing Agreement classifies certain Post Closing Requests as Category
1 Requests and grants the Primary Servicer certain authority to evaluate and    
process such requests in accordance with this Agreement, the Primary Servicing  
Agreement and applicable Mortgage Loan documents.                               

             With respect to a Category 1 Request that involves a condition,
term or provision that requires, or specifies a standard of, consent or approval
of the applicable Mortgagee under the Mortgage Loan documents, the Primary      
Servicing Agreement provides for the determination of materiality of such       
condition, term or provision requiring approval or consent by the Master        
Servicer or the Primary Servicer and the referral of such condition, term or    
provision to a Special Servicer for consent in accordance with the terms of the 
Primary Servicing Agreement upon a determination of materiality. The Special    
Servicer acknowledges such provisions. Nothing in this Agreement, however, shall
grant the Primary Servicer greater authority, discretion or delegated rights    
over Post Closing Requests than are set forth in the Primary Servicing          
Agreement.                                                                      

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             Neither the Master Servicer nor the Special Servicer shall have
any liability, and each of them shall be indemnified by the Trust for any       
liability to the Mortgagor or the proposed assignee, for any delay in responding
to requests for assumption, if the same shall occur as a result of the failure  
of the Rating Agencies, or any of them, to respond to such request in a         
reasonable period of time.                                                      

           (b) Other than with respect to the assignment and assumptions
referred to in subsection (a) above, if any Mortgage Loan that is not a         
Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan contains a     
provision in the nature of a "due-on-sale" clause, which by its terms (i)       
provides that such Mortgage Loan shall (or may at the mortgagee's option) become
due and payable upon the sale or other transfer of an interest in the related   
Mortgaged Property or ownership interest in the related Mortgagor, or (ii)      
provides that such Mortgage Loan may not be assumed, or ownership interests in  
the related Mortgagor may not be transferred, without the consent of the related
mortgagee in connection with any such sale or other transfer, then, the Master  
Servicer shall review and make a determination to either (i) enforce such       
due-on-sale clause or (ii) if in the best economic interest of the Trust, waive 
the effect of such provision, such waiver to be processed in the same manner as 
in Section 8.7(a) (including the Special Servicer consent provisions); provided,
however, that if the Principal Balance of such Mortgage Loan (together with any 
other Mortgage Loan with which it is cross-collateralized) at such time equals  
or exceeds 5% of the Aggregate Certificate Balance or exceeds $35,000,000 or is 
one of the then current top 10 loans (by Principal Balance) in the pool, then   
prior to waiving the effect of such provision, the Master Servicer shall obtain 
Rating Agency Confirmation (including with respect to any securities which are  
rated by a Rating Agency evidencing direct beneficial interests in the A Notes  
and any B Note) regarding such waiver. In connection with the request for such  
Rating Agency Confirmation, the Master Servicer shall prepare and deliver to the
Rating Agencies a memorandum outlining its analysis and recommendation in       
accordance with the Servicing Standard, together with copies of all relevant    
documentation. The Master Servicer shall promptly forward copies of the         
assignment and assumption documents relating to any Mortgage Loan to the Special
Servicer, the Paying Agent and the Trustee, and the Master Servicer shall       
promptly thereafter forward such documents to the Rating Agencies. The Special  
Servicer and the Master Servicer shall each be entitled to (as additional       
compensation) 50% of any fee collected from a Mortgagor in connection with      
granting or withholding such consent (other than any such fee payable in        
connection with any Non-Serviced Mortgage Loan).                                

               The parties hereto acknowledge that, if the payments described in
paragraph 39 of Exhibit 2 to the Mortgage Loan Purchase Agreements regarding the
obligation of a Mortgagor to pay the reasonable costs and expenses of obtaining 
any Rating Agency Confirmation in connection with an assumption of the related  
Mortgage Loan are insufficient to reimburse the Trust, then it shall be the sole
obligation of the related Seller to pay an amount equal to such insufficiency to
the extent the related Mortgagor is not required to pay them. Promptly upon     
receipt of notice of such insufficiency, the Master Servicer or the Special     
Servicer, as applicable, shall request the related Seller to make such payment  
by deposit to the Certificate Account. If any amount is due under the preceding 
sentence for any Joint Mortgage Loan, then each of the applicable Sellers shall 
be required to pay only such party's pro rata share. The Master Servicer may not
waive such payment by the Mortgagor and shall use its reasonable efforts to     
collect such amounts from the Mortgagor to the extent the related mortgage loan 
documents require the related Mortgagor to pay such amounts.                    

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            (c) The Master Servicer shall have the right to consent to any
transfers of an interest of a Mortgagor, to the extent such transfer is to a    
party or entity specifically named or described under the terms of the related  
Mortgage Loan, including any consent to transfer to any subsidiary or affiliate 
of Mortgagor or to a person acquiring less than a majority interest in the      
Mortgagor; provided, however, that if (i) the Principal Balance of such Mortgage
Loan (together with any other Mortgage Loan with which it is                    
cross-collateralized) at such time equals or exceeds 5% of the Aggregate        
Certificate Balance or exceeds $35,000,000 or is one of the then current top 10 
loans (by Principal Balance) in the pool, and (ii) the transfer is of an        
interest in the Mortgagor greater than 49%, then prior to consenting, the Master
Servicer shall obtain a Rating Agency Confirmation regarding such consent, the  
costs of which to be payable by the related Mortgagor to the extent provided for
in the Mortgage Loan documents. The Master Servicer shall be entitled to collect
and receive from Mortgagors any customary fees in connection with such transfers
of interest as additional servicing compensation.                               

            (d) The Trustee for the benefit of the Certificateholders, the
holder of any Serviced Companion Mortgage Loan and the holder of any B Note     
shall execute any necessary instruments in the form presented to it by the      
Master Servicer (pursuant to subsection (b)) for such assignments and           
assumptions agreements. Upon the closing of the transactions contemplated by    
such documents, the Master Servicer or the Special Servicer, as the case may be,
shall cause the originals of the assignment and assumption agreement, the       
release (if any), or the modification or supplement to the Mortgage Loan to be  
delivered to the Trustee except to the extent such documents have been submitted
to the recording office, in which event the Master Servicer shall promptly      
deliver copies of such documents to the Trustee and the Special Servicer.       

       (e) If any Mortgage Loan (other than a Specially Serviced
Mortgage Loan or a Non-Serviced Mortgage Loan) which contains a provision in the
nature of a "due-on-encumbrance" clause, which by its terms:                    

                 (i) provides that such Mortgage Loan shall (or may at the
mortgagee's option) become due and payable upon the creation of any additional  
lien or other encumbrance on the related Mortgaged Property or a lien on an     
ownership interest in the Mortgagor; or                                         

                  (ii) requires the consent of the Mortgagee to the creation
of any such additional lien or other encumbrance on the related Mortgaged       
Property or a lien on an ownership interest in the Mortgagor,                   

then, as long as such Mortgage Loan is included in the Trust, the Master        
Servicer, on behalf of the Trustee as the Mortgagee of record, shall exercise   
(or, subject to Section 8.18, waive its right to exercise) any right it may have
with respect to such Mortgage Loan (x) to accelerate the payments thereon, or   
(y) to withhold its consent to the creation of any such additional lien or other
encumbrance, in a manner consistent with the Servicing Standard, the following  
paragraph and Section 8.18 hereof. The Master Servicer shall not waive the      
effect of such provision without first obtaining Rating Agency Confirmation     
(including with respect to any securities which are rated by a Rating Agency    
evidencing direct beneficial interests in the A Notes and any B Note) regarding 
such waiver and complying with the provisions of the next succeeding paragraph; 
provided, however, that such Rating Agency Confirmation shall only be required  
if the applicable Mortgage Loan (x) represents 2% or more of the Principal      
Balance of all of the Mortgage Loans held by the Trust, has a Principal Balance 
of more than $20,000,000 or is one of                                           

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the 10 largest Mortgage Loans based on Principal Balance or (y) has a           
Loan-to-Value Ratio (which includes the indebtedness to be secured by such      
additional lien or other encumbrance and any other loans secured by the related 
Mortgaged Property or interests in the related Mortgagor) that is greater than  
or equal to 85% or a Debt Service Coverage Ratio (which includes debt service on
the indebtedness to be secured by such additional lien or other encumbrance and 
any other loans secured by the related Mortgaged Property or interests in the   
related Mortgagor) that is less than 1.2x.                                      

            Without limiting the generality of the preceding paragraph, in
the event that the Master Servicer receives a request for a waiver of any       
"due-on-encumbrance" clause, the Master Servicer shall obtain relevant          
information for purposes of evaluating such request for a waiver. If the Master 
Servicer recommends to waive such clause, the Master Servicer shall provide to  
the Special Servicer a copy of such recommendation and the materials upon which 
such recommendation is based (which information shall consist of the information
to be included in the Additional Lien, Monetary Encumbrance and Mezzanine       
Financing Submission Package to the Special Servicer, in the form attached      
hereto as Exhibit V) and (A) the Special Servicer shall have the right hereunder
to grant or withhold consent to any such request in accordance with the terms of
the Mortgage Loan and this Agreement, and the Special Servicer shall not        
unreasonably withhold such consent and any such decision of the Special Servicer
shall be in accordance with the Servicing Standard, (B) failure of the Special  
Servicer to notify the Master Servicer in writing, within five (5) Business Days
following the Master Servicer's delivery of the recommendation described above  
and the complete Additional Lien, Monetary Encumbrance and Mezzanine Financing  
Submission Package to the Special Servicer on which the recommendation is based,
of its determination to grant or withhold such consent shall be deemed to       
constitute a grant of such consent and (C) the Master Servicer shall not permit 
any such waiver unless it has received the written consent of the Special       
Servicer or such consent has been deemed to have been granted as set forth in   
the preceding sentence. If the Special Servicer withholds consent pursuant to   
the foregoing provisions, it shall provide the Master Servicer with a written   
statement and a verbal explanation as to its reasoning and analysis. Upon       
consent or deemed consent by the Special Servicer to such proposed waiver, the  
Master Servicer shall process such request of the related Mortgagor subject to  
the other requirements set forth above.                                         

        Notwithstanding anything to the contrary contained in this
Section 8.7 that requires the consent of the Master Servicer or the Special     
Servicer, as applicable, any such consent with respect to any A/B Mortgage Loan 
or any Loan Pair shall be obtained in accordance with the related Intercreditor 
Agreement or the related Loan Pair Intercreditor Agreement and within the time  
periods specified therein.                                                      

           Section 8.8 Trustee to Cooperate; Release of Trustee Mortgage
Files. Upon the payment in full of any Mortgage Loan, the complete defeasance of
a Mortgage Loan, satisfaction or discharge in full of any Specially Serviced    
Mortgage Loan, the purchase of an A Note by the holder of a B Note pursuant to  
the related Intercreditor Agreement, or the receipt by the Master Servicer of a 
notification that payment in full (or such payment, if any, in connection with  
the satisfaction and discharge in full of any Specially Serviced Mortgage Loan) 
will be escrowed in a manner customary for such purposes, and upon notification 
by the Master Servicer in the form of a certification (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the          
Certificate Account have been or will be so deposited) of a Servicing Officer   

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and a request for release of the Trustee Mortgage File in the form of Exhibit C 
hereto the Trustee shall promptly release the related Trustee Mortgage File to  
the Master Servicer and the Trustee (or Custodian on its behalf) shall execute  
and deliver to the Master Servicer the deed of reconveyance or release,         
satisfaction or assignment of mortgage or such instrument releasing the lien of 
the Mortgage, as directed by the Master Servicer together with the Mortgage Note
with written evidence of cancellation thereon and, if the related Mortgage has  
been recorded in the name of MERS or its designee, the Master Servicer shall    
take all necessary action to reflect the release of such Mortgage on the records
of MERS. The provisions of the immediately preceding sentence shall not, in any 
manner, limit or impair the right of the Master Servicer to execute and deliver,
on behalf of the Trustee, the Certificateholders, the holder of any Serviced    
Companion Mortgage Loan, the holder of any B Note or any of them, any and all   
instruments of satisfaction, cancellation or assignment without recourse,       
representation or warranty, or of partial or full release or discharge and all  
other comparable instruments, with respect to the Mortgage Loans, any Serviced  
Companion Mortgage Loan or any B Note, and with respect to the Mortgaged        
Properties held for the benefit of the Certificateholders, the holder of any    
Serviced Companion Mortgage Loan and the holder of any B Note. No expenses      
incurred in connection with any instrument of satisfaction or deed of           
reconveyance shall be chargeable to the Distribution Account but shall be paid  
by the Master Servicer except to the extent that such expenses are paid by the  
related Mortgagor in a manner consistent with the terms of the related Mortgage 
and applicable law. From time to time and as shall be appropriate for the       
servicing of any Mortgage Loan, including for such purpose, collection under any
policy of flood insurance, any Servicer Fidelity Bond or Errors and Omissions   
Policy, or for the purposes of effecting a partial or total release of any      
Mortgaged Property from the lien of the Mortgage or the making of any           
corrections to the Mortgage Note or the Mortgage or any of the other documents  
included in the Trustee Mortgage File, the Trustee shall, upon request of the   
Master Servicer and the delivery to the Trustee of a Request for Release signed 
by a Servicing Officer, in the form of Exhibit C hereto, release the Trustee    
Mortgage File to the Master Servicer or the Special Servicer, as the case may   
be.                                                                             

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              Section 8.9 Documents, Records and Funds in Possession of Master
Servicer to be Held for the Trustee for the Benefit of the Certificateholders.  
Notwithstanding any other provisions of this Agreement, the Master Servicer     
shall transmit to the Trustee, and the Paying Agent, to the extent required by  
this Agreement, all documents and instruments coming into the possession of the 
Master Servicer from time to time and shall account fully to the Trustee and the
Paying Agent for any funds received or otherwise collected thereby, including   
Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All 
Servicer Mortgage Files and funds collected or held by, or under the control of,
the Master Servicer in respect of any Mortgage Loans (or any B Note or Serviced 
Companion Mortgage Loan), whether from the collection of principal and interest 
payments or from Liquidation Proceeds or Insurance Proceeds, including any funds
on deposit in the Certificate Account (or any A/B Loan Custodial Account or any 
Serviced Companion Mortgage Loan Custodial Account), shall be held by the Master
Servicer for and on behalf of the Trustee and the Certificateholders (or the    
holder of any B Note or Serviced Companion Mortgage Loan, as applicable) and    
shall be and remain the sole and exclusive property of the Trustee, subject to  
the applicable provisions of this Agreement. The Master Servicer agrees that it 
shall not create, incur or subject any Servicer Mortgage Files or Trustee       
Mortgage File or any funds that are deposited in the Certificate Account or any 
Escrow Account, or any funds that otherwise are or may become due or payable to 
the Trustee or the Paying Agent, to any claim, lien, security interest,         
judgment, levy, writ of attachment or other encumbrance, or assert by legal     
action or otherwise any claim or right of setoff against any Servicer Mortgage  
Files or Trustee Mortgage File or any funds collected on, or in connection with,
a Mortgage Loan, except, however, that the Master Servicer shall be entitled to 
receive from any such funds any amounts that are properly due and payable to the
Master Servicer under this Agreement.                                           

Section 8.10 Servicing Compensation.              

          (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to the Master Servicing Fee, which shall be payable  
by the Trust from amounts held in the Certificate Account (and from the related 
A/B Loan Custodial Account to the extent related solely to a B Note and from the
related Serviced Companion Mortgage Loan Custodial Account to the extent related
solely to a Serviced Companion Mortgage Loan) or otherwise collected from the   
Mortgage Loans as provided in Section 5.2. The Master Servicer shall be required
to pay to the Primary Servicer its Primary Servicing Fees, which shall be       
payable by the Trust from amounts as provided in Section 5.1(c), unless retained
by the Primary Servicer from amounts transferred to the Master Servicer in      
accordance with the terms of the Primary Servicing Agreement. The Master        
Servicer shall be required to pay to the holders of the rights to the Excess    
Servicing Fees, the Excess Servicing Fees, which shall be payable by the Trust  
as provided in Section 5.1(c), unless otherwise retained by the holders of such 
rights. Notwithstanding anything herein to the contrary, if any of the holders  
of the right to receive Excess Servicing Fees resigns or is no longer Master    
Servicer or Primary Servicer, as applicable, for any reason, it will continue to
have the right to receive its portion of the Excess Servicing Fee, and any of   
the holders of the right to receive Excess Servicing Fees shall have the right  
to assign its portion of the Excess Servicing Fee, whether or not it is then    
acting as Master Servicer or Primary Servicer hereunder. The Master Servicer    
shall also be entitled to the Primary Servicing Fee, which shall be payable by  
the Trust from amounts held in the Certificate Account (or a sub-account        
thereof) or otherwise collected from the Mortgage Loans as provided in Section  
5.2, provided that the Primary Servicing Fee payable to the Master Servicer     
shall only be                                                                   

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collected from the Mortgage Loans set forth on Schedule III, except as provided 
in Section 8.28(b).                                                             

             (b) Additional servicing compensation in the form of assumption
fees, extension fees, servicing fees, default interest (excluding default       
interest allocable to any B Note if the holder of the B Note has cured the      
related default pursuant to the terms of the related Intercreditor Agreement)   
payable at a rate above the Mortgage Rate (net of any amount used to pay Advance
Interest), Modification Fees, forbearance fees, Late Fees (net of Advance       
Interest) (excluding Late Fees allocable to any B Note if the holder of the B   
Note has cured the related default pursuant to the terms of the related         
Intercreditor Agreement) or other usual and customary charges and fees actually 
received from Mortgagors shall be retained by the Master Servicer, provided that
the Master Servicer shall be entitled to (i) receive 50% of assumption fees     
collected on Mortgage Loans as provided in Section 8.7(a), (ii) Modification    
Fees as provided in Section 8.18 hereof, and (iii) 100% of any extension fees   
collected from the related Mortgagor in connection with the extension of the    
Maturity Date of any Mortgage Loan as provided in Section 8.18; provided,       
however, that the Master Servicer shall not be entitled to any such fees in     
connection with any Specially Serviced Mortgage Loans or any Non-Serviced       
Mortgage Loan. If the Master Servicer collects any amount payable to the Special
Servicer hereunder in connection with an REO Mortgage Loan or Specially Serviced
Mortgage Loan, the Master Servicer shall promptly remit such amount to the      
Special Servicer as provided in Section 5.2. The Master Servicer shall be       
required to pay all applicable expenses incurred by it in connection with its   
servicing activities hereunder.                                                 

          (c) The Master Servicer shall also be entitled to additional
servicing compensation of (i) an amount equal to the excess, if any, of the     
aggregate Prepayment Interest Excess relating to Mortgage Loans which are not   
Specially Serviced Mortgage Loans for each Distribution Date over the aggregate 
Prepayment Interest Shortfalls for such Mortgage Loans for such Distribution    
Date, (ii) interest or other income earned on deposits in the Certificate       
Account and the Distribution Account (but only to the extent of the net         
investment earnings, if any, with respect to each such account), and, (iii) to  
the extent not required to be paid to any Mortgagor under applicable law, any   
interest or other income earned on deposits in the Escrow Accounts.             

       Section 8.11 Master Servicer Reports; Account Statements.

           (a) For each Distribution Date, (i) the Master Servicer shall
deliver to the Paying Agent, (or with respect to a Serviced Companion Mortgage  
Loan, to the holder thereof or its servicer), no later than 1:00 p.m., New York 
City time, on the related Report Date, the Master Servicer Remittance Report    
with respect to such Distribution Date including any information regarding      
prepayments made pursuant to Section 5.2(b) and (ii) the Master Servicer shall  
report to the Paying Agent on the related Advance Report Date, the amount of the
P&I Advance, if any, to be made by the Master Servicer on the related Master    
Servicer Remittance Date. The Special Servicer is required to provide all       
applicable information relating to Specially Serviced Mortgage Loans in order   
for the Master Servicer to satisfy its duties in this Section 8.11. The Master  
Servicer Remittance Report shall be updated no later than 2:00 p.m. on the      
second Business Day prior to the Distribution Date to reflect any payment on a  
Mortgage Loan, a Serviced Companion Mortgage Loan or a B Note for which the     
Scheduled Payment is paid on a Due Date (or within its grace period) that occurs
after the end of the related Collection Period and the Master Servicer          

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shall notify the Paying Agent on the Report Date that such an updated Master    
Servicer Remittance Report is to be provided.                                   

              (b) The Master Servicer shall deliver to the Trustee, the Paying
Agent and the Special Servicer within 30 days following each Distribution Date a
statement setting forth the status of the Certificate Account as of the close of
business on such Distribution Date showing, for the period covered by such      
statement, the aggregate of deposits in or withdrawals from the Certificate     
Account, and shall deliver to each holder of a B Note and Serviced Companion    
Mortgage Loan within 30 days following each Distribution Date a statement       
setting forth the status of the related A/B Loan Custodial Account and Serviced 
Companion Mortgage Loan Custodial Account, as of the close of business on such  
Distribution Date showing, for the period covered by such statement, the        
aggregate of transfers in and transfers from or deposits in or withdrawals from 
such A/B Loan Custodial Account or Serviced Companion Mortgage Loan Custodial   
Account, as applicable.                                                         

       (c) The Master Servicer shall promptly inform the Special
Servicer of the name, account number, location and other necessary information  
concerning the Certificate Account in order to permit the Special Servicer to   
make deposits therein.                                                          

(d) Reserved                                      

            (e) The Master Servicer shall deliver a copy of any reports or
information delivered to the Trustee or the Paying Agent pursuant to subsection 
(a) or subsection (b) of this Section 8.11 to the Depositor, the Special        
Servicer, the Operating Adviser and each Rating Agency, in each case upon       
request by such Person and only to the extent such reports and information are  
not otherwise required to be delivered to such Person under any provision of    
this Agreement.                                                                 

        (f) Notwithstanding any provision of this Agreement to the
contrary, the Master Servicer shall not have any obligation (other than to the  
Special Servicer and, to the extent provided in the last sentence of Section    
8.14, the Operating Adviser) to deliver any statement, notice or report that is 
then made available on the Master Servicer's or the Paying Agent's internet     
website, provided that it has notified all parties entitled to delivery of such 
reports, by electronic mail or other notice provided in this Agreement, to the  
effect that such statements, notices or reports shall thereafter be made        
available on such website from time to time.                                    

               (g) The Master Servicer shall deliver or cause to be delivered to
the Paying Agent, and the holder of any Serviced Companion Mortgage Loan (in    
respect of such Serviced Companion Mortgage Loan) the following CMSA Reports    
with respect to the Mortgage Loans (and, if applicable, the related REO         
Properties and, to the extent received from the applicable Non-Serviced Mortgage
Loan Master Servicer, any Non-Serviced Mortgage Loan) providing the required    
information as of the related Determination Date upon the following schedule:   
(i) a CMSA Comparative Financial Status Report and the CMSA Financial File (it  
being understood that the Primary Servicer is required to deliver the CMSA      
Financial File only quarterly) not later than each Report Date, commencing in   
June 2007; (ii) a CMSA Operating Statement Analysis Report and an NOI Adjustment
Worksheet in accordance with Section 8.14 of this Agreement; (iii) a CMSA Watch 
List in accordance with and subject to the terms of Section 8.11(h) on          

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each Report Date, commencing in June 2007; (iv) a Loan Set-Up File (with respect
to the initial Distribution Date only) not later than the Report Date in June   
2007; (v) a Loan Periodic Update File not later than each Report Date commencing
in May 2007 (which Loan Periodic Update File shall be accompanied by a CMSA     
Advance Recovery Report); (vi) a Property File not later than each Report Date, 
commencing in June 2007; (vii) a Delinquent Loan Status Report on each Report   
Date, commencing in June 2007; (viii) an Historical Loan Modification Report not
later than each Report Date, commencing in June 2007, (ix) a Loan Level Reserve 
Report not later than each Report Date, commencing in June 2007; (x) an REO     
Status Report on each Report Date, commencing in June 2007; and (xi) a Total    
Loan Report not later than each Report Date, commencing in June 2007. The       
information that pertains to Specially Serviced Mortgage Loans and REO          
Properties reflected in such reports shall be based solely upon the reports     
delivered by the Special Servicer to the Master Servicer in writing and on a    
computer readable medium reasonably acceptable to the Master Servicer and the   
Special Servicer one (1) Business Day after the Determination Date prior to the 
related Master Servicer Remittance Date in the form required under Section 9.32.
The Master Servicer's responsibilities under this Section 8.11(g) with respect  
to REO Mortgage Loans and Specially Serviced Mortgage Loans shall be subject to 
the satisfaction of the Special Servicer's obligations under Section 9.32. The  
reporting obligations of the Master Servicer in connection with any A/B Mortgage
Loan shall be construed to refer only to such information regarding the A/B     
Mortgage Loan (and its related Mortgaged Property) and by reference to the      
related A Note only, but whenever the Master Servicer remits funds to the holder
of the related B Note, it shall thereupon deliver to such holder a remittance   
report identifying the amounts in such remittance.                              

               (h) For each Distribution Date, the Master Servicer shall deliver
to the Paying Agent (and solely with respect to any A/B Mortgage Loan, the      
holder of the related B Note and solely with respect to any Loan Pair, the      
holder of the related Serviced Companion Mortgage Loan), not later than the     
related Report Date, a CMSA Watch List. The Master Servicer shall list any      
Mortgage Loan on the CMSA Watch List as to which any of the events specified in 
the CMSA Watch List published by the CMSA for industry use has occurred.        

               (i) If the Master Servicer delivers a notice of drawing to effect
a drawing on any letter of credit or debt service reserve account under which   
the Trust has rights as the holder of any Mortgage Loan for purposes other than 
payment or reimbursement of amounts contemplated in and by a reserve or escrow  
agreement (other than after a default under an applicable Mortgage Loan or B    
Note), the Master Servicer shall, within five (5) Business Days following its   
receipt of the proceeds of such drawing, deliver notice thereof to the Special  
Servicer, the Operating Adviser and the Paying Agent, which notice shall set    
forth (i) the unpaid Principal Balance of such Mortgage Loan or B Note          
immediately before and immediately after the drawing, and (ii) a brief          
description of the circumstances that in the Master Servicer's good faith and   
reasonable judgment entitled the Master Servicer to make such drawing.          

            (j) The Master Servicer, the Special Servicer, the Trustee and
the Paying Agent, as applicable, but not the Primary Servicer, shall prepare and
deliver (or make available on their respective websites) to the Operating       
Adviser the reports and information described in Exhibit BB (to the extent not  
otherwise delivered pursuant to this Agreement) in the form and format and      
within the time frame set forth therein.                                        

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       (k) If the Operating Adviser and the Special Servicer are
Affiliates of one another, a report delivered to one of them by the Master      
Servicer need not also be delivered to the other of them.                       

Section 8.12 Reserved.                            

Section 8.13 Reserved.                            

              Section 8.14 CMSA Operating Statement Analysis Reports Regarding
the Mortgaged Properties. Within 105 calendar days after the end of each of the 
first three calendar quarters (in each year), commencing in the quarter ending  
on June 30, 2007, in each case for the trailing or quarterly information        
received, the Master Servicer (in the case of Mortgage Loans that are not       
Specially Serviced Mortgage Loans) or the Special Servicer (in the case of      
Specially Serviced Mortgage Loans) shall deliver or make available              
electronically to the Paying Agent and the Operating Adviser a CMSA Operating   
Statement Analysis Report and a CMSA Financial File for each Mortgaged Property 
(in electronic format), prepared, to the extent so required by the then current 
CMSA investor reporting package, using the normalized quarterly and normalized  
year-end operating statements and rent rolls of each applicable Mortgagor (to   
the extent provided to the Master Servicer by or on behalf of each Mortgagor,   
or, in the case of Specially Serviced Mortgage Loans, as provided to the Special
Servicer, which the Special Servicer shall forward to the Master Servicer       
promptly upon receipt thereof); provided, however, that the Master Servicer or, 
in the case of Specially Serviced Mortgage Loans, the Special Servicer, shall   
use reasonable efforts to collect from the related Mortgagors any such operating
statements and rent rolls that relate to the calendar quarter ending June 30,   
2007 or subsequent calendar quarters. Not later than the Report Date occurring  
in June of each year beginning in 2007 for year-end 2006, the Master Servicer   
(in the case of Mortgage Loans that are not Specially Serviced Mortgage Loans)  
or the Special Servicer (in the case of Specially Serviced Mortgage Loans) shall
deliver or make available electronically to the Paying Agent and the Operating  
Adviser a CMSA Operating Statement Analysis Report, a CMSA Financial File and an
NOI Adjustment Worksheet for each Mortgage Loan (in electronic format), based on
the most recently available year-end operating statements and most recently     
available rent rolls of each applicable Mortgagor (to the extent provided to the
Master Servicer by or on behalf of each Mortgagor, or, in the case of Specially 
Serviced Mortgage Loans, as provided to the Special Servicer, which the Special 
Servicer shall forward to the Master Servicer on or before May 31 of each such  
year), containing such information and analyses for each Mortgage Loan provided 
for in the respective forms of CMSA Operating Statement Analysis Report, CMSA   
Financial File and an NOI Adjustment Worksheet as would customarily be included 
in accordance with the Servicing Standard including, without limitation, Debt   
Service Coverage Ratios and income, subject, in the case of any Non-Serviced    
Mortgage Loan, to the receipt of such report from the applicable Non-Serviced   
Mortgage Loan Master Servicer or the applicable Non-Serviced Mortgage Loan      
Special Servicer. The Master Servicer shall make reasonable efforts, consistent 
with the Servicing Standard, to obtain such reports from the applicable         
Non-Serviced Mortgage Loan Master Servicer or the applicable Non-Serviced       
Mortgage Loan Special Servicer. In addition, the Master Servicer shall deliver  
to the Operating Adviser, and upon request the Master Servicer shall make       
available to the Rating Agencies, the Special Servicer, the Paying Agent, the   
Trustee and the holder of any Serviced Companion Mortgage Loan, within 30 days  
following receipt thereof by the Master Servicer, copies of any annual, monthly 
or quarterly financial statements and rent rolls collected with respect to the  
Mortgaged Properties. As and to the extent                                      

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reasonably requested by the Special Servicer, the Master Servicer shall make    
inquiry of any Mortgagor with respect to such information or as regards the     
performance of the related Mortgaged Property in general. The Paying Agent shall
provide or make available electronically at no cost to the Certificateholders or
Certificate Owners, the Rating Agencies, the Trustee, the Special Servicer, the 
Operating Adviser, the Depositor and its designees, the Placement Agents, the   
Underwriters, and any prospective investors or Certificate Owners who provide   
the Paying Agent with an investor certification satisfactory to the Paying      
Agent, and solely as it relates to any A/B Mortgage Loan, to the holder of the  
related B Note and solely as it relates to any Loan Pair, to the holder of the  
related Serviced Companion Mortgage Loan, the CMSA Operating Statement Analysis 
Reports, CMSA Financial Files and NOI Adjustment Worksheets described above     
pursuant to Section 5.4(a). The Master Servicer (but not the Primary Servicer   
under the Primary Servicing Agreement) shall electronically deliver the CMSA    
Operating Statement Analysis Report, the operating statements, rent rolls,      
property inspections and NOI Adjustment Worksheet for each Mortgage Loan to the 
Operating Adviser using the Centerline Naming Convention (formerly known as the 
ARCap Naming Convention).                                                       

            Section 8.15 Other Available Information and Certain Rights of
the Master Servicer.                                                            

          (a) Subject to paragraphs (b), (c) and (d) below, the Paying
Agent shall make available at its Corporate Trust Office, during normal business
hours, upon reasonable advance written notice for review by any                 
Certificateholder, any Certificate Owner, any Seller, the Primary Servicer, any 
Placement Agent, any Underwriter, each Rating Agency, the Paying Agent or the   
Depositor (and the holder of a B Note, if it relates to a B Note and the holder 
of a Serviced Companion Mortgage Loan, if it relates to a Serviced Companion    
Mortgage Loan), originals or copies of, among other things, the following items:
(i) this Agreement and any amendments thereto, (ii) all final and released CMSA 
Operating Statement Analysis Reports and the Master Servicer Remittance Reports,
(iii) all Officer's Certificates (including Officer's Certificates evidencing   
any determination of Nonrecoverable Advances) delivered to the Trustee and the  
Paying Agent since the Closing Date, (iv) all accountants' reports delivered to 
the Trustee and the Paying Agent since the Closing Date, (v) any and all        
modifications, waivers and amendments of the terms of a Mortgage Loan entered   
into by the Master Servicer and/or the Special Servicer and (vi) any and all    
Officers' Certificates (and attachments thereto) delivered to the Trustee and   
the Paying Agent to support the Master Servicer's determination that any Advance
was not or, if made, would not be, recoverable. The Trustee and the Paying Agent
will be permitted to require payment of a sum to be paid by the requesting party
(other than the Rating Agencies, the Trustee, the Paying Agent, any Placement   
Agent or any Underwriter) sufficient to cover the reasonable costs and expenses 
of making such information available.                                           

         (b) Subject to the restrictions described below, the Master
Servicer shall afford the Rating Agencies, the Depositor, the Trustee, the      
Paying Agent, the Special Servicer, the Primary Servicer, the Sellers, the      
Placement Agents, the Underwriters, the Operating Adviser, any                  
Certificateholder, any holder of a Serviced Companion Mortgage Loan, any holder 
of a B Note or any Certificate Owner, upon reasonable notice and during normal  
business hours, reasonable access to all information referred to in Section     
8.15(a) and any additional relevant, non-attorney-client-privileged records and 
documentation regarding the applicable Mortgage Loans, REO Property and all     
accounts, insurance policies and other relevant matters relating to this        
Agreement (which access may occur by means of the availability of information on
the                                                                             

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Master Servicer's or the Paying Agent's internet website), and access to        
Servicing Officers of the Master Servicer responsible for its obligations       
hereunder. Copies of information or access will be provided to                  
Certificateholders and each Certificate Owner providing satisfactory evidence of
ownership of Certificates or beneficial ownership of a Certificate, as the case 
may be, which may include a certification. Copies (or computer diskettes or     
other digital or electronic copies of such information if reasonably available  
in lieu of paper copies) of any and all of the foregoing items shall be made    
available by the Master Servicer upon request; provided, however, that the      
Master Servicer shall be permitted to require payment by the requesting party   
(other than the Depositor, the Trustee, the Paying Agent, the Special Servicer, 
the Operating Adviser, any Placement Agent, any Underwriter, or any Rating      
Agency) of a sum sufficient to cover the reasonable expenses actually incurred  
by the Master Servicer of providing access or copies (including electronic or   
digital copies) of any such information requested in accordance with the        
preceding sentence.                                                             

               (c) Nothing herein shall be deemed to require the Master Servicer
to confirm, represent or warrant the accuracy of (or to be liable or responsible
for) any other Person's information or report. Notwithstanding the above, the   
Master Servicer shall not have any liability to the Depositor, the Trustee, the 
Paying Agent, the Special Servicer, any Non-Serviced Mortgage Loan Master       
Servicer, any Non-Serviced Mortgage Loan Special Servicer, any                  
Certificateholder, any Certificate Owner, any holder of a Serviced Companion    
Mortgage Loan, any holder of a B Note, any Placement Agent, any Underwriter, any
Rating Agency or any other Person to whom it delivers information pursuant to   
this Section 8.15 or any other provision of this Agreement for federal, state or
other applicable securities law violations relating to the disclosure of such   
information. In the event any Person brings any claims relating to or arising   
from the foregoing against the Master Servicer (or any employee, attorney,      
officer, director or agent thereof), the Trust (from amounts held in any account
(including (x) with respect to any such claims relating to a Serviced Companion 
Mortgage Loan, from amounts held in the related Serviced Companion Mortgage Loan
Custodial Account and (y) with respect to any such claims relating to a B Note, 
from amounts held in the related A/B Loan Custodial Account) or otherwise) shall
hold harmless and indemnify the Master Servicer from any loss or expense        
(including attorney fees) relating to or arising from such claims.              

              (d) The Master Servicer shall produce the reports required of it
under this Agreement; provided, however, that the Master Servicer shall not be  
required to produce any ad hoc non-standard written reports with respect to such
Mortgage Loans. In the event the Master Servicer elects to provide such         
non-standard reports, it may require the Person requesting such report (other   
than a Rating Agency) to pay a reasonable fee to cover the costs of the         
preparation thereof. Notwithstanding anything to the contrary herein, as a      
condition to the Master Servicer making any report or information available upon
request to any Person other than the parties hereto, the Master Servicer may    
require that the recipient of such information acknowledge that the Master      
Servicer may contemporaneously provide such information to the Depositor, the   
Trustee, the Paying Agent, the Special Servicer, the Primary Servicer, the      
Sellers, any Placement Agent, any Underwriter, any Rating Agency and/or the     
Certificateholders, the holder of a Serviced Companion Mortgage Loan, the holder
of a B Note or Certificate Owners. Any transmittal of information by the Master 
Servicer to any Person other than the Trustee, the Paying Agent, the Master     
Servicer, the Special Servicer, the Rating Agencies, the Operating Adviser or   
the Depositor may be accompanied by a letter from the Master Servicer containing
the following provision:                                                        

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        "By receiving the information set forth herein, you hereby
     acknowledge and agree that the United States securities laws restrict
       any person who possesses material, non-public information regarding the
    Trust which issued Bear Stearns Commercial Mortgage Securities Inc.,
     Commercial Mortgage Pass-Through Certificates, Series 2007-TOP26 from
        purchasing or selling such Certificates in circumstances where the other
       party to the transaction is not also in possession of such information.
      You also acknowledge and agree that such information is being provided
   to you for the purpose of, and such information may be used only in
connection with, evaluation by you or another Certificateholder,
  Certificate Owner or prospective purchaser of such Certificates or
beneficial interest therein."                                   

               (e) The Master Servicer may, at its discretion, make available by
electronic media and bulletin board service certain information and may make    
available by electronic media or bulletin board service (in addition to making  
such information available as provided herein) any reports or information       
required by this Agreement that the Master Servicer is required to provide to   
any of the Rating Agencies, the Depositor and anyone the Depositor reasonably   
designates.                                                                     

             (f) The Master Servicer shall cooperate in providing the Rating
Agencies with such other pertinent information relating to the Mortgage Loans as
is or should be in their respective possession as the Rating Agencies may       
reasonably request.                                                             

           Section 8.16 Rule 144A Information. For as long as any of the
Certificates are "restricted securities" within the meaning of Rule 144A under  
the Securities Act, the Master Servicer agrees to provide to the Paying Agent or
the Luxembourg Paying Agent, as applicable, for delivery to any Holder thereof, 
any Certificate Owner therein and to any prospective purchaser of the           
Certificates or beneficial interest therein reasonably designated by the Paying 
Agent or the Luxembourg Paying Agent, as applicable, upon the request of such   
Certificateholder, such Certificate Owner, the Paying Agent or the Luxembourg   
Paying Agent, as applicable, subject to this Section 8.16 and the provisions of 
Sections 5.4 and 8.15, any information prepared by the Master Servicer that is  
required to be provided to such holder or prospective purchaser to satisfy the  
condition set forth in Rule 144A(d)(4) under the Securities Act, including,     
without limitation, copies of the reports and information described in Sections 
8.15(a) and (b).                                                                

            Any recipient of information provided pursuant to this Section
8.16 shall agree that such information shall not be disclosed or used for any   
purpose other than the evaluation of the Certificates by such Person and the    
Master Servicer shall be permitted to use the letter referred to in Section     
8.15(d). Unless the Master Servicer chooses to deliver the information directly,
the Depositor, the Placement Agents, the Underwriters, the Paying Agent or the  
Luxembourg Paying Agent shall be responsible for the physical delivery of the   
information requested pursuant to this Section 8.16. As a condition to the      
Master Servicer making any report or information available upon request to any  
Person other than the parties hereto, the Master Servicer may require that the  
recipient of such information acknowledge that the Master Servicer may          
contemporaneously provide such information to the Depositor, the Trustee, the   
Paying Agent, the Luxembourg Paying Agent, the Placement Agents, the            
Underwriters, any Rating Agency and/or the Certificateholders and Certificate   
Owners. The Master Servicer will be                                             

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permitted to require payment of a sum to be paid by the requesting party (other 
than the Rating Agencies, the Trustee, the Paying Agent, the Placement Agents or
the Underwriters) sufficient to cover the reasonable costs and expenses of      
making such information available.                                              

             Section 8.17 Inspections. The Master Servicer shall, at its own
expense, inspect or cause to be inspected each Mortgaged Property other than    
Mortgaged Properties related to Specially Serviced Mortgage Loans and           
Non-Serviced Mortgage Loans, every calendar year beginning in 2008, or every    
second calendar year beginning in 2009 if the Principal Balance of the related  
Mortgage Loan or Loan Pair is less than $2,000,000 (it being understood that    
such Mortgaged Properies securing a Mortgage Loan or Loan Pair with a Principal 
Balance of less than $2,000,000 will be inspected in the 2009 calendar year and 
every second calendar year thereafter); provided that the Master Servicer shall,
at the expense of the Trust, inspect or cause to be inspected each Mortgaged    
Property related to a Mortgage Loan that has a Debt Service Coverage Ratio that 
falls below 1.0x and provided further, that with respect to any Mortgage Loan or
Loan Pair that has a Principal Balance of less than $2,000,000 and has been     
placed on the CMSA Watch List, the Master Servicer shall, at the expense of the 
Trust and at the request of the Controlling Class, inspect or cause to be       
inspected the related Mortgaged Property every calendar year beginning in 2008  
so long as such Mortgage Loan or Loan Pair continues to be on the CMSA Watch    
List; provided, if such Mortgage Loan or Loan Pair is no longer on the CMSA     
Watch List at the time the inspection was scheduled, no such inspection shall be
required. The Master Servicer shall prepare an Inspection Report relating to    
each inspection. The Master Servicer shall promptly forward the applicable      
Inspection Report to the Rating Agencies, the Placement Agents, the             
Underwriters, the Depositor, the Trustee, the Paying Agent, the Operating       
Adviser, the Special Servicer, solely as it relates to any Loan Pair, to the    
holder of the related Serviced Companion Mortgage Loan, and solely as it relates
to any A/B Mortgage Loan, to the holder of the related B Note, and upon request,
to any Certificateholder, any Certificate Owner, any Seller and the Primary     
Servicer. The Special Servicer shall have the right to inspect or cause to be   
inspected (at its own expense) every calendar year any Mortgaged Property       
related to a Mortgage Loan that is not a Specially Serviced Mortgage Loan,      
provided that the Special Servicer notifies the Master Servicer prior to such   
inspection.                                                                     

             Section 8.18 Modifications, Waivers, Amendments, Extensions and
Consents. Subject to the limitations of Section 12.3 hereof, the Master Servicer
shall have the following powers:                                                

          (a) (i) The Master Servicer in accordance with the Servicing
Standard may agree to any modification, waiver, amendment or consent of or      
relating to any term other than a Money Term of a Mortgage Loan, a Serviced     
Companion Mortgage Loan or a B Note that is not a Specially Serviced Mortgage   
Loan (such terms to include, without limitation, Master Servicer Consent Matters
set forth in Section 8.3(a) hereof), provided that such amendment would not     
result in an Adverse REMIC Event; and provided, further that if any consent     
relates to a release of a letter of credit relating to any Mortgage Loan (other 
than letters of credit or portions thereof released upon satisfaction of        
conditions specified in the related agreements), then (i) the Master Servicer   
shall notify the Special Servicer of any Mortgagor's request to release such    
letter of credit which the Master Servicer recommends to release, and (ii) if   
the terms of the related Mortgage Loan do not require the Master Servicer to    
approve such release, then the Special Servicer shall within five Business Days 
provide notice to the Master Servicer as to whether the Master Servicer should  
approve the release (and the failure of the Special                             

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Servicer to give the Master Servicer such notice shall automatically be deemed  
to be an approval by the Special Servicer that the Master Servicer should grant 
such release). Notwithstanding the preceding sentence, if the Master Servicer   
recommends approval of such modification, waiver, amendment or consent which is 
not a Master Servicer Consent Matter (including, without limitation, any waiver 
of any requirement that the Mortgagor post additional reserves or a letter of   
credit upon the failure of the Mortgagor to satisfy conditions specified in the 
Mortgage Loan documents), the Master Servicer shall provide to the Special      
Servicer a copy of the Master Servicer's recommendation and the relevant        
information obtained or prepared by the Master Servicer in connection therewith;
provided, that (A) the Special Servicer shall have the right hereunder to grant 
or withhold consent to any such proposed modification, waiver, amendment or     
consent, and such consent of the Special Servicer shall not be unreasonably     
withheld, consistent with the Servicing Standard, (B) failure of the Special    
Servicer to notify the Master Servicer, within five Business Days following the 
Master Servicer's delivery of the recommendation described above, of its        
determination to grant or withhold such consent shall be deemed to constitute a 
grant of such consent and (C) the Master Servicer shall not enter into any such 
proposed modification, waiver, amendment or consent unless it has received the  
written consent of the Special Servicer or such consent has been deemed to have 
been granted as set forth above. Notwithstanding anything in this Agreement to  
the contrary, the Master Servicer shall not be required to obtain or request the
consent of the Special Servicer in connection with any modification, waiver or  
amendment, or granting its consent to transactions, under one or more of the    
Mortgage Loans that in each case the Master Servicer has determined (in         
accordance with the Servicing Standard) is immaterial. In any event, the Master 
Servicer shall promptly notify the Special Servicer of any material             
modification, waiver, amendment or consent executed by the Master Servicer      
pursuant to this Section 8.18(a)(i) and provide to the Special Servicer a copy  
thereof. Notwithstanding the foregoing provisions of this Section 8.18, if the  
Mortgage Loan documents require a Mortgagor to pay a fee for an assumption,     
modification, waiver, amendment or consent that would be due or partially due to
the Special Servicer, then the Master Servicer shall not waive the portion of   
such fee due to the Special Servicer without the Special Servicer's approval.   

              Notwithstanding the foregoing, the Special Servicer acknowledges
that the Master Servicer has delegated certain tasks, rights and obligations to 
the Primary Servicer with respects to Post Closing Requests (as defined in the  
Primary Servicing Agreement) pursuant to Section 8.4 of this Agreement. The     
Primary Servicing Agreement classifies certain Post Closing Requests as Category
1 Requests and grants the Primary Servicer certain authority to evaluate and    
process such requests in accordance with this Agreement, the Primary Servicing  
Agreement and applicable Mortgage Loan documents.                               

             With respect to a Category 1 Request that involves a condition,
term or provision that requires, or specifies a standard of, consent or approval
of the applicable Mortgagee under the Mortgage Loan documents, the Primary      
Servicing Agreement provides for determination of materiality of such condition,
term or provision requiring approval or consent by the Master Servicer or the   
Primary Servicer and the referral of such condition, term or provision to the   
Special Servicer for consent in accordance with the terms of the Primary        
Servicing Agreement upon a determination of materiality. The Special Servicer   
acknowledges such provisions. Nothing in this Agreement, however, shall grant   
the Primary Servicer greater authority, discretion or delegated rights over Post
Closing Requests than are set forth in the Primary Servicing Agreement.         

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                (ii) The Master Servicer may, without the consent of the
Special Servicer, extend the maturity date of any Balloon Mortgage Loan that is 
not a Specially Serviced Mortgage Loan to a date that is not more than 60 days  
following the original Maturity Date, if in the Master Servicer's sole judgment 
exercised in good faith (and evidenced by an Officer's Certificate), a default  
in the payment of the Balloon Payment is reasonably foreseeable and such        
extension is reasonably likely to produce a greater recovery to the Holders and 
the holders of the related B Note and Serviced Companion Mortgage Loan (as a    
collective whole) on a net present value basis than liquidation of such Mortgage
Loan and the Mortgagor has obtained an executed written commitment (subject only
to satisfaction of conditions set forth therein) for refinancing of the Mortgage
Loan or purchase of the related Mortgaged Property. The Master Servicer shall   
process all such extensions and shall be entitled to (as additional servicing   
compensation) 100% of any extension fees collected from a Mortgagor with respect
to any such extension.                                                          

            (b) The Master Servicer may require, in its discretion (unless
prohibited or otherwise provided in the Mortgage Loan documents), as a condition
to granting any request by a Mortgagor for any consent, modification, waiver,   
amendment or collateral release, that such Mortgagor pay to the Master Servicer 
a reasonable and customary modification fee to the extent permitted by law;     
provided that the collection of such fee shall not be permitted if collection of
such fee would cause a "significant modification" (within the meaning of        
Treasury Regulation Section 1.860G-2(b)) of the Mortgage Loan. The Master       
Servicer shall be entitled to (as additional servicing compensation) 100% of any
Modification Fees collected from a Mortgagor in connection with a consent,      
waiver, modification or amendment of a non-Specially Serviced Mortgage Loan     
executed or granted pursuant to Section 8.3 or this Section 8.18. The Master    
Servicer may charge the Mortgagor for any costs and expenses (including         
attorneys' fees and rating agency fees) incurred by the Master Servicer or the  
Special Servicer (and any amounts incurred by the Special Servicer shall be     
reimbursed to the Special Servicer) in connection with any request for a        
modification, waiver or amendment. The Master Servicer agrees to use its best   
reasonable efforts in accordance with the Servicing Standard to collect such    
costs, expenses and fees from the Mortgagor, provided that the failure or       
inability of the Mortgagor to pay any such costs and expenses shall not impair  
the right of the Master Servicer to cause such costs and expenses (but not      
including any modification fee), and interest thereon at the Advance Rate, to be
paid or reimbursed by the Trust as a Servicing Advance (to the extent not paid  
by the Mortgagor). If the Master Servicer believes that the costs and expenses  
(including attorneys' fees) to be incurred by the Master Servicer in connection 
with any request for a modification, waiver or amendment will result in a       
payment or reimbursement by the Trust, then the Master Servicer shall notify the
Special Servicer.                                                               

          (c) The Master Servicer shall notify the Trustee, the Paying
Agent, the Operating Adviser and the Special Servicer of any modification,      
waiver or amendment of any term of any Mortgage Loan permitted by it under this 
Section and the date thereof, and shall deliver to the Trustee for deposit in   
the related Mortgage File, an original counterpart of the agreement relating to 
such modification, waiver or amendment, promptly following the execution thereof
except to the extent such documents have been submitted to the applicable       
recording office, in which event the Master Servicer shall promptly deliver     
copies of such documents to the Trustee. The Master Servicer shall not agree to 
any modification, waiver, or amendment of any Money Term of a Mortgage Loan or  
any term of a Specially Serviced Mortgage Loan. The Master Servicer shall notify
the holder of the B Note and the Serviced Companion Mortgage Loan of any        
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Loan or a Loan Pair, as the case may be, and such monthly payments shall be     
allocated in accordance with the related Intercreditor Agreement or Loan Pair   
Intercreditor Agreement, as applicable (or with respect to a Joint Mortgage Loan
treated as a Loan Pair in accordance with Section 8.31 hereof, the applicable   
Mortgage Loan documents).                                                       

            (d) If the Mortgage Loan documents relating to a Mortgage Loan
provide for certain conditions to be satisfied prior to the Master Servicer     
releasing additional collateral for the Mortgage Loan (e.g., the release,       
reduction or termination of reserves or letters of credit or the establishment  
of reserves), then the Master Servicer shall be permitted to waive any such     
condition without obtaining the consent of the Special Servicer, provided that  
(1) the aggregate amount of the related releases or establishments is no greater
than the smaller of 10% of the outstanding unpaid Principal Balance or $75,000  
or (2) the condition to be waived is deemed to be non-material in accordance    
with the Servicing Standard. Notwithstanding the foregoing, without the Special 
Servicer's consent or except as provided in the specific Mortgage Loan          
documents, the Master Servicer shall not waive: (1) a requirement for any such  
additional collateral to exist, or (2) a lock box requirement.                  

              (e) Neither the Master Servicer nor the Primary Servicer will be
required to obtain a Rating Agency Confirmation in connection with this         
Agreement unless the terms of this Agreement specifically requires the Master   
Servicer to do so, and if so required by the terms of this Agreement, the Master
Servicer and the Primary Servicer shall not be permitted to waive (i) the Rating
Agency Confirmation requirement or (ii) the obligation of a Mortgagor to pay all
or any portion of any fee payable in connection with obtaining the Rating Agency
Confirmation.                                                                   

Section 8.19 Specially Serviced Mortgage Loans.   

        (a) The Master Servicer shall send a written notice to the
Special Servicer, the Operating Adviser, the Rating Agencies, the Paying Agent, 
the Trustee and solely as it relates to any A/B Mortgage Loan, to the holder of 
the related B Note and solely as it relates to any Loan Pair, to the holder of  
the related Serviced Companion Mortgage Loan, within two Business Days after    
becoming aware of a Servicing Transfer Event with respect to a Mortgage Loan,   
which notice shall identify the related Mortgage Loan and set forth in          
reasonable detail the nature and relevant facts of such Servicing Transfer Event
and whether such Mortgage Loan is covered by an Environmental Insurance Policy  
(and for purposes of stating whether such Mortgage Loan is covered by an        
Environmental Insurance Policy the Master Servicer may rely on Schedule X       
attached hereto) and, except for the Rating Agencies, the Paying Agent and the  
Trustee, shall be accompanied by a copy of the Servicer Mortgage File. The      
Special Servicer shall not be liable for its failure to deliver the notice set  
forth in Section 9.36(a) if such failure is caused by its failure to receive the
written notice set forth above.                                                 

         (b) Prior to the transfer of the servicing of any Specially
Serviced Mortgage Loan to the Special Servicer, the Master Servicer shall notify
the related Mortgagor of such transfer in accordance with the Servicing Standard
(the form and substance of such notice shall be reasonably satisfactory to the  
Special Servicer).                                                              

             (c) Any calculations or reports prepared by the Master Servicer
to the extent they relate to Specially Serviced Mortgage Loans shall be based on
information supplied to the Master Servicer in writing by the Special Servicer  
as provided hereby. The Master Servicer shall                                   

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have no duty to investigate or confirm the accuracy of any information provided 
to it by the Special Servicer and shall have no liability for the inaccuracy of 
any of its reports due to the inaccuracy of the information provided by the     
Special Servicer.                                                               

            (d) On or prior to each Distribution Date, the Master Servicer
shall provide to the Special Servicer, in order for the Special Servicer to     
comply with its obligations under this Agreement, such information (and in the  
form and medium) as the Special Servicer may reasonably request in writing from 
time to time, provided that (i) the Master Servicer shall not be required to    
produce any ad hoc reports or incur any unusual expense or effort in connection 
therewith and (ii) if the Master Servicer elects to provide such ad hoc reports,
it may require the Special Servicer to pay a reasonable fee to cover the costs  
of the preparation thereof.                                                     

           Section 8.20 Representations, Warranties and Covenants of the
Master Servicer.                                                                

           (a) The Master Servicer hereby represents and warrants to and
covenants with the Trustee and the Paying Agent, as of the date hereof:         

                   (i) the Master Servicer is duly organized, validly existing
and in good standing as a national banking association under the laws of the    
United States, and shall be and thereafter remain, in compliance with the laws  
of each State in which any Mortgaged Property is located to the extent necessary
to perform its obligations under this Agreement, except where the failure to so 
qualify or comply would not adversely affect the Master Servicer's ability to   
perform its obligations hereunder in accordance with the terms of this          
Agreement;                                                                      

                    (ii) the Master Servicer has the full power and authority to
execute, deliver, perform, and to enter into and consummate all transactions and
obligations contemplated by this Agreement. The Master Servicer has duly and    
validly authorized the execution, delivery and performance of this Agreement and
this Agreement has been duly executed and delivered by the Master Servicer; and 
this Agreement, assuming the due authorization, execution and delivery thereof  
by the Depositor, the Trustee, the Paying Agent and the Special Servicer,       
evidences the valid and binding obligation of the Master Servicer enforceable   
against the Master Servicer in accordance with its terms subject, as to         
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,  
moratorium, receivership and other similar laws affecting creditors' rights     
generally as from time to time in effect, and to general principles of equity   
(regardless of whether such enforceability is considered in a proceeding in     
equity or at law);                                                              

               (iii) the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, and the fulfillment of or 
compliance with the terms and conditions of this Agreement will not (1) result  
in a breach of any term or provision of its charter or by-laws or (2) conflict  
with, result in a breach, violation or acceleration of, or result in a default  
under, the terms of any other material agreement or instrument to which it is a 
party or by which it may be bound, or any law, governmental rule, regulation, or
judgment, decree or order applicable to it of any court, regulatory body,       
administrative agency or governmental body having jurisdiction over it, which   
materially and adversely affects its ability to perform its obligations under   
this Agreement;                                                                 

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                  (iv) no litigation is pending or, to the Master Servicer's
knowledge, threatened, against it, that would materially and adversely affect   
the execution, delivery or enforceability of this Agreement or its ability to   
service the Mortgage Loans or to perform any of its other obligations hereunder 
in accordance with the terms hereof;                                            

               (v) no consent, approval, authorization or order of any
court or governmental agency or body is required for the execution, delivery and
performance by it of, or compliance by it with, this Agreement, or the          
consummation of the transactions contemplated hereby, or if any such consent,   
approval, authorization or order is required, it has obtained the same or will  
obtain the same prior to the time necessary to perform its obligations under    
this Agreement, and, except to the extent in the case of performance, that its  
failure to be qualified as a foreign corporation or licensed in one or more     
states is not necessary for the performance by it of its obligations hereunder; 
and                                                                             

                   (vi) the performance of the services by the Master Servicer
contemplated by this Agreement are in the ordinary course of business of the    
Master Servicer and the Master Servicer possesses all licenses, permits and     
other authorizations necessary to perform its duties hereunder.                 

              (b) It is understood that the representations and warranties set
forth in this Section 8.20 shall survive the execution and delivery of this     
Agreement.                                                                      

             (c) Any cause of action against the Master Servicer arising out
of the breach of any representations and warranties made in this Section shall  
accrue upon the giving of written notice to the Master Servicer by any of the   
Trustee or the Master Servicer. The Master Servicer shall give prompt notice to 
the Trustee, the Depositor, the Primary Servicer and the Special Servicer of the
occurrence, or the failure to occur, of any event that, with notice or the      
passage of time or both, would cause any representation or warranty in this     
Section to be untrue or inaccurate in any respect.                              

             Section 8.21 Merger or Consolidation. Any Person into which the
Master Servicer may be merged or consolidated, or any Person resulting from any 
merger, conversion, consolidation or other change in form to which the Master   
Servicer shall be a party (but not the surviving entity), or any Person         
succeeding to the business of the Master Servicer, shall be the successor of the
Master Servicer hereunder, without the execution or filing of any paper or any  
further act on the part of any of the parties hereto, provided that each of the 
Rating Agencies provides a Rating Agency Confirmation (including with respect to
any securities rated by a Rating Agency evidencing direct beneficial ownership  
interests in any Serviced Companion Mortgage Loan or B Note). If a transaction  
described in the preceding sentence occurs and (i) the conditions to the        
provisions in such sentence are not met, the Trustee may terminate, or (ii) the 
conditions set forth in the following paragraph are not met, the Trustee shall  
terminate, the successor's, survivor's or resulting entity's servicing of the   
Mortgage Loans pursuant hereto, such termination to be effected in the manner   
set forth in Sections 8.28 and 8.29.                                            

             Notwithstanding the foregoing, as long as (but only for so long
as) the Trust, and, with respect to any Serviced Companion Mortgage Loan, the   
trust in the related Other Securitization, are subject to the reporting         
requirements of the Exchange Act, Master Servicer may not remain the Master     
Servicer under this Agreement after (x) being merged or consolidated            

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with or into any Prohibited Party, or (y) transferring all or substantially all 
of its assets to any Prohibited Party, unless (i) the Master Servicer is the    
surviving entity of such merger, consolidation or transfer or (ii) the Depositor
consents to such merger, consolidation or transfer, which consent shall not be  
unreasonably withheld (and if, within 45 days following the date of delivery of 
a notice by the Master Servicer to the Depositor of any merger or similar       
transaction described in the preceding paragraph, the Depositor shall have      
failed to notify the Master Servicer of the Depositor's determination to grant  
or withhold such consent, such failure shall be deemed to constitute a grant of 
such consent).                                                                  

Section 8.22 Resignation of Master Servicer.      

             (a) Except as otherwise provided in Section 8.22(b) hereof, the
Master Servicer shall not resign from the obligations and duties hereby imposed 
on it unless it determines that the Master Servicer's duties hereunder are no   
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such             
determination permitting the resignation of the Master Servicer shall be        
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No  
such resignation shall become effective until a successor servicer designated by
the Trustee, with the consent of the Depositor and the Paying Agent, shall have 
assumed the Master Servicer's responsibilities and obligations under this       
Agreement and Rating Agency Confirmation (including with respect to any         
securities rated by a Rating Agency evidencing interests in the A Notes and any 
B Note) shall have been obtained. Notice of such resignation shall be given     
promptly by the Master Servicer to the Trustee. The Master Servicer bears all   
costs associated with its resignation and the transfer of servicing under this  
Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall    
cease to serve as such in accordance with this Section 8.22(a) and a successor  
servicer shall not have been engaged, the Trustee or an agent of the Trustee    
shall assume the duties and obligations of the Master Servicer under this       
Agreement. If the Trustee or an agent of the Trustee assumes the duties and     
obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee
or such agent shall be permitted to resign as master servicer if it has been    
replaced by a successor servicer satisfying the criteria in the fourth preceding
sentence above.                                                                 

         (b) The Master Servicer may resign from the obligations and
duties imposed on it, upon 30 days notice to the Trustee and the Paying Agent,  
provided that (i) a successor servicer (w) is available, (x) has a net worth of 
at least $15,000,000, (y) is willing to assume the obligations,                 
responsibilities, and covenants to be performed hereunder by the Master Servicer
on substantially the same terms and conditions, and for not more than equivalent
compensation to that herein provided and (z) assumes all obligations under the  
Primary Servicing Agreement; (ii) the Master Servicer bears all costs associated
with its resignation and the transfer of servicing; and (iii) Rating Agency     
Confirmation is obtained with respect to such servicing transfer, as evidenced  
by a letter delivered to the Trustee by each Rating Agency.                     

       Section 8.23 Assignment or Delegation of Duties by Master
Servicer. The Master Servicer shall have the right without the prior written    
consent of the Trustee to (A) delegate or subcontract with or authorize or      
appoint anyone, or delegate certain duties to other professionals such as       
attorneys and appraisers, as an agent of the Master Servicer (as provided in    
Section 8.4) to perform and carry out any duties, covenants or obligations to be
performed and carried out by the Master Servicer hereunder or (B) assign and    
delegate all of its                                                             

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duties hereunder; provided, however, that with respect to clause (B), (i) the   
Master Servicer gives the Depositor, the Special Servicer, the Primary Servicer,
the holder of the B Note (only if such assignment/delegation relates to the     
related A/B Mortgage Loan), the holder of the Serviced Companion Mortgage Loan  
(only if such assignment/delegation relates to the related Loan Pair) and the   
Trustee notice of such assignment and delegation; (ii) such purchaser or        
transferee accepting such assignment and delegation executes and delivers to the
Depositor and the Trustee an agreement accepting such assignment, which contains
an assumption by such Person of the rights, powers, duties, responsibilities,   
obligations and liabilities of the Master Servicer, with like effect as if      
originally named as a party to this Agreement and the Primary Servicing         
Agreement; (iii) the purchaser or transferee has a net worth in excess of       
$15,000,000; (iv) such assignment and delegation is the subject of a Rating     
Agency Confirmation; and (v) the Depositor consents to such assignment and      
delegation, such consent not to be unreasonably withheld. In the case of any    
such assignment and delegation in accordance with the requirements of subclause 
(B) of this Section, the Master Servicer shall be released from its obligations 
under this Agreement, except that the Master Servicer shall remain liable for   
all liabilities and obligations incurred by it as the Master Servicer hereunder 
prior to the satisfaction of the conditions to such assignment set forth in the 
preceding sentence. Notwithstanding the above, the Master Servicer may appoint  
the Primary Servicer and Sub-Servicers in accordance with Section 8.4 hereof.   

             Section 8.24 Limitation on Liability of the Master Servicer and
Others.                                                                         

       (a) Neither the Master Servicer nor any of the directors,
officers, employees or agents of the Master Servicer shall be under any         
liability to the holders of the Certificates, the Depositor, the Trustee, the   
Paying Agent, the Placement Agents, the Underwriters, the holder of any Serviced
Companion Mortgage Loan, the holder of any B Note or the Special Servicer for   
any action taken or for refraining from the taking of any action in good faith, 
or using reasonable business judgment, consistent with the Servicing Standard;  
provided that this provision shall not protect the Master Servicer or any such  
person against any breach of a representation or warranty contained herein or   
any liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence in its performance of duties under the Agreement or by  
reason of negligent disregard of obligations and duties hereunder. The Master   
Servicer and any director, officer, employee or agent of the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person (including, without limitation, the Special Servicer)   
respecting any matters arising hereunder. The Master Servicer shall not be under
any obligation to appear in, prosecute or defend any legal action which is not  
incidental to its duties to service the Mortgage Loans in accordance with this  
Agreement; provided that the Master Servicer may in its sole discretion         
undertake any such action which it may reasonably deem necessary or desirable in
order to protect the interests of the Certificateholders and the Trustee in the 
Mortgage Loans, the interests of the holder of any B Note or the interests of   
the holder of any Serviced Companion Mortgage Loan (subject to the Special      
Servicer's servicing of Specially Serviced Mortgage Loans as contemplated       
herein), or shall undertake any such action if instructed to do so by the       
Trustee. In such event, all legal expenses and costs of such action shall be    
expenses and costs of the Trust, and the Master Servicer shall be entitled to be
reimbursed therefor as Servicing Advances as provided by Section 5.2, subject to
the provisions of Section 4.4 hereof.                                           

               (b) In addition, the Master Servicer shall have no liability with
respect to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the                                           

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opinions expressed in any certificates or opinions furnished to the Master      
Servicer and conforming to the requirements of this Agreement. Subject to the   
Servicing Standard, the Master Servicer shall have the right to rely on         
information provided to it by the Special Servicer and Mortgagors, and will have
no duty to investigate or verify the accuracy thereof. Neither the Master       
Servicer, nor any director, officer, employee, agent or Affiliate, shall be     
personally liable for any error of judgment made in good faith by any officer,  
unless it shall be proved that the Master Servicer or such officer was negligent
in ascertaining the pertinent facts. Neither the Master Servicer nor any        
director, officer, employee, agent or Affiliate, shall be personally liable for 
any action taken, suffered or omitted by it in good faith and believed by it to 
be authorized or within the discretion, rights or powers conferred upon it by   
this Agreement.                                                                 

         (c) The Master Servicer shall not be obligated to incur any
liabilities, costs, charges, fees or other expenses which relate to or arise    
from any breach of any representation, warranty or covenant made by the         
Depositor, the Special Servicer, the Paying Agent or the Trustee in this        
Agreement. The Trust shall indemnify and hold harmless the Master Servicer from 
any and all claims, liabilities, costs, charges, fees or other expenses which   
relate to or arise from any such breach of representation, warranty or covenant 
to the extent the Master Servicer is unable to recover such amounts from the    
Person in breach.                                                               

   (d) Except as otherwise specifically provided herein:

                   (i) the Master Servicer may rely, and shall be protected in
acting or refraining from acting upon, any resolution, officer's certificate,   
certificate of auditors or any other certificate, statement, instrument,        
opinion, report, notice, request, consent, order, financial statement,          
agreement, appraisal, bond or other document (in electronic or paper format)    
reasonably believed or in good faith believed by it to be genuine and to have   
been signed or presented by the proper party or parties;                        

                  (ii) the Master Servicer may consult with counsel, and any
written advice or Opinion of Counsel shall be full and complete authorization   
and protection with respect to any action taken or suffered or omitted by it    
hereunder in good faith and in accordance with such advice or Opinion of        
Counsel;                                                                        

                    (iii) the Master Servicer shall not be personally liable for
any action taken, suffered or omitted by it in good faith and believed by it to 
be authorized or within the discretion, rights or powers conferred upon it by   
this Agreement; and                                                             

          (iv) the Master Servicer, in preparing any reports
hereunder, may rely, and shall be protected in acting or refraining from acting 
upon any information (financial or other), statement, certificate, document,    
agreement, covenant, notice, request or other paper reasonably believed by it to
be genuine and provided by any Mortgagor or manager of a Mortgaged Property.    

            (e) The Master Servicer and any director, officer, employee or
agent of the Master Servicer shall be indemnified by the Trustee, the Paying    
Agent and the Special Servicer, as the case may be, and held harmless against   
any loss, liability or expense including reasonable attorneys' fees incurred in 
connection with any legal action relating to the Trustee's, the Paying Agent's  
or the Special Servicer's, as the case may be, respective willful misfeasance,  
bad faith or                                                                    

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negligence in the performance of its respective duties hereunder or by reason of
negligent disregard of its respective duties hereunder, other than any loss,    
liability or expense incurred by reason of willful misfeasance, bad faith or    
negligence in the performance of any of the Master Servicer's duties hereunder  
or by reason of negligent disregard of the Master Servicer's obligations and    
duties hereunder. The Master Servicer shall immediately notify the Trustee, the 
Paying Agent and the Special Servicer if a claim is made by a third party with  
respect to this Agreement or the Mortgage Loans entitling the Master Servicer to
indemnification hereunder, whereupon the Trustee, the Paying Agent, or the      
Special Servicer, in each case, to the extent the claim is related to its       
respective willful misfeasance, bad faith or negligence, may assume the defense 
of any such claim (with counsel reasonably satisfactory to the Master Servicer) 
and pay all expenses in connection therewith, including counsel fees, and       
promptly pay, discharge and satisfy any judgment or decree which may be entered 
against it or them in respect of such claim. Any failure to so notify the       
Trustee, the Paying Agent and the Special Servicer shall not affect any rights  
that the Master Servicer may have to indemnification under this Agreement or    
otherwise, unless the Trustee's, the Paying Agent's or the Special Servicer's   
defense of such claim is materially prejudiced thereby. Such indemnity shall    
survive the termination of this Agreement or the resignation or removal of the  
Master Servicer hereunder. Any payment hereunder made by the Trustee, the Paying
Agent or the Special Servicer pursuant to this paragraph to the Master Servicer 
shall be paid from the Trustee's, the Paying Agent's or Special Servicer's own  
funds, without reimbursement from the Trust therefor except to the extent       
achieved through subrogation as provided in this Agreement. Any expenses        
incurred or indemnification payments made by the Trustee, the Paying Agent or   
the Special Servicer shall be reimbursed by the party so paid, if a court of    
competent jurisdiction makes a final judgment that the conduct of the Trustee,  
the Paying Agent or the Special Servicer, as the case may be, was (x) not       
culpable or (y) found to not have acted with willful misfeasance, bad faith or  
negligence.                                                                     

Section 8.25 Indemnification; Third-Party Claims. 

            (a) The Master Servicer and any director, officer, employee or
agent of the Master Servicer (the "Master Servicer Indemnified Parties") shall  
be indemnified and held harmless by the Trust out of collections on, and other  
proceeds of, the Mortgage Loans, any Serviced Companion Mortgage Loans and any B
Notes, as provided in the following paragraph, against any and all claims,      
losses, penalties, fines, forfeitures, legal fees and related costs, judgments  
and any other costs, liabilities, fees and expenses (collectively, "Master      
Servicer Losses") incurred in connection with any legal action relating to this 
Agreement, any Mortgage Loans, any Serviced Companion Mortgage Loans, any B     
Notes, any REO Property or the Certificates or any exercise of any right under  
this Agreement reasonably requiring the use of counsel or the incurring of      
expenses other than any loss, liability or expense incurred by reason of the    
Master Servicer's willful misfeasance, bad faith or negligence in the           
performance of duties hereunder.                                                

               Except as provided in the following sentence, indemnification for
Master Servicer Losses described in the preceding paragraph (including in the   
case of such Master Servicer Losses that relate primarily to the administration 
of the Trust, to any REMIC Pool or to any determination respecting the amount,  
payment or avoidance of any tax under the REMIC provisions of the Code or the   
actual payment of any REMIC tax or expense) shall be paid out of collections on,
and other proceeds of, the Mortgage Loans as a whole but not out of collections 
on, or other proceeds of, any Serviced Companion Mortgage Loan or any B Note. In
the case of                                                                     

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any such Master Servicer Losses that do not relate primarily to the             
administration of the Trust, to any REMIC Pool or to any determination          
respecting the amount, payment or avoidance of any tax under the REMIC          
provisions of the Code or the actual payment of any REMIC tax or expense:       

            (1) if such Master Servicer Losses relate to a Loan Pair, then
such indemnification shall be paid (x) first, out of collections on, and other  
proceeds of, such Serviced Pari Passu Mortgage Loan and Serviced Companion      
Mortgage Loan, in the relative proportions provided for in the applicable       
Intercreditor Agreement and (y) if the collections and proceeds described in    
subclause (x) of this clause (1) are not sufficient to so indemnify the Master  
Servicer Indemnified Parties on a current basis, then the balance of such       
indemnification shall be paid out of collections on, and other proceeds of, the 
Mortgage Loans as a whole; and                                                  

           (2) if such Master Servicer Losses relate to any A/B Mortgage
Loan, then such indemnification shall be paid (x) first, if and to the extent   
permitted under the applicable Intercreditor Agreement, out of collections on,  
and other proceeds of, the B Note or B Notes related to such A/B Mortgage Loan, 
(y) if the collections and proceeds described in subclause (x) of this clause   
(2) are not sufficient to so indemnify the Master Servicer Indemnified Parties  
on a current basis, then the balance of such indemnification shall be paid out  
of collections on, and other proceeds of, the Serviced Pari Passu Mortgage Loan 
and the Serviced Companion Mortgage Loan, in the relative proportions provided  
for in the related Loan Pair Intercreditor Agreement and (z) if the aggregate   
collections and proceeds described in subclauses (x) and (y) of this clause (2) 
are not sufficient to so indemnify the Master Servicer Indemnified Parties on a 
current basis, then the balance of such indemnification shall be paid out of    
collections on, and other proceeds of, the Mortgage Loans as a whole.           

            The Master Servicer shall assume the defense of any such claim
(with counsel reasonably satisfactory to the Master Servicer) and out of the    
Trust pay all expenses in connection therewith, including counsel fees, and out 
of the Trust promptly pay, discharge and satisfy any judgment or decree which   
may be entered against it or them in respect of such claim. The indemnification 
provided herein shall survive the termination of this Agreement. The Trustee,   
the Paying Agent or the Master Servicer shall promptly make from the Certificate
Account (and, if and to the extent that the amount due shall be paid from       
collections on, and other proceeds of, any Serviced Companion Mortgage Loan or  
any B Note, as set forth above, out of the related Serviced Companion Mortgage  
Loan Custodial Account or the related A/B Loan Custodial Account) any payments  
certified by the Master Servicer to the Trustee and the Paying Agent as required
to be made to the Master Servicer pursuant to this Section 8.25.                

          (b) The Master Servicer agrees to indemnify the Trustee, the
Special Servicer, the Trust, the Depositor, the Paying Agent, and any director, 
officer, employee, agent or Controlling Person thereof, and hold them harmless  
against any and all claims, losses, penalties, fines, forfeitures, legal fees   
and related costs, judgments, and any other costs, liabilities, fees and        
expenses that the Trustee, the Special Servicer, the Depositor, the Paying Agent
and the Trust may sustain arising from or as a result of the willful            
misfeasance, bad faith or negligence in the performance of any of the Master    
Servicer's duties hereunder or by reason of negligent disregard of the Master   
Servicer's obligations and duties hereunder (including a breach of such         
obligations a substantial motive of which is to obtain an economic advantage    
from being released from such obligations), and if in any such situation the    
Master Servicer is replaced, the parties hereto agree                           

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that the amount of such claims, losses, penalties, fines, legal fees and related
costs, judgments, and other costs, liabilities, fees and expenses shall at least
equal the incremental costs, if any, of retaining a successor servicer. The     
Trustee, the Special Servicer, the Paying Agent or the Depositor, as applicable,
shall immediately notify the Master Servicer if a claim is made by any Person   
with respect to this Agreement or the Mortgage Loans entitling the Trustee, the 
Depositor, the Special Servicer, the Paying Agent or the Trust to               
indemnification under this Section 8.25(b), whereupon the Master Servicer shall 
assume the defense of any such claim (with counsel reasonably satisfactory to   
the Trustee, the Special Servicer, the Paying Agent or the Depositor, as        
applicable) and pay all expenses in connection therewith, including counsel     
fees, and promptly pay, discharge and satisfy any judgment or decree which may  
be entered against it or them in respect of such claim. Any failure to so notify
the Master Servicer shall not affect any rights the Trustee, the Special        
Servicer, the Depositor, the Paying Agent or the Trust may have to              
indemnification under this Agreement or otherwise, unless the Master Servicer's 
defense of such claim is materially prejudiced thereby. The indemnification     
provided herein shall survive the termination of this Agreement and the         
resignation or termination of the Master Servicer, the Special Servicer, the    
Paying Agent and the Trustee. Any expenses incurred or indemnification payments 
made by the Master Servicer shall be reimbursed by the party so paid, if a court
of competent jurisdiction makes a final, non-appealable judgment that the       
conduct of the Master Servicer was not culpable or that the Master Servicer did 
not act with willful misfeasance, bad faith or negligence.                      

             (c) The Primary Servicer and any director, officer, employee or
agent thereof shall be indemnified by the Trust and held harmless against any   
and all claims, losses, penalties, fines, forfeitures, legal fees and related   
costs, judgments and any other costs, liabilities, fees and expenses incurred in
connection with any legal action relating to this Agreement, the Primary        
Servicing Agreement (but only if, and to the extent that, the Master Servicer   
would have been entitled to indemnification therefor under this Agreement if it 
were directly servicing the Mortgage Loan), any Mortgage Loans, any REO Property
or the Certificates or any exercise of any right under this Agreement or the    
Primary Servicing Agreement (limited as set forth above) reasonably requiring   
the use of counsel or the incurring of expenses other than any loss, liability  
or expense incurred by reason of the Primary Servicer's willful misfeasance, bad
faith or negligence in the performance of duties thereunder. The Primary        
Servicer shall assume the defense of any such claim (with counsel reasonably    
satisfactory to the Primary Servicer) and out of the Trust pay all expenses in  
connection therewith, including counsel fees, and out of the Trust promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or 
them in respect of such claim. The indemnification provided herein shall survive
the termination of this Agreement and the Primary Servicing Agreement. The      
Trustee, the Paying Agent or the Master Servicer shall promptly make from the   
Certificate Account any payments certified by the Primary Servicer to the       
Trustee and the Paying Agent as required to be made to the Primary Servicer     
pursuant to this Section 8.25.                                                  

        (d) Any Non-Serviced Mortgage Loan Master Servicer and any
director, officer, employee or agent of such Non-Serviced Mortgage Loan Master  
Servicer shall be indemnified by the Trust and held harmless against the Trust's
pro rata share of any and all claims, losses, penalties, fines, forfeitures,    
legal fees and related costs, judgments and any other costs, liabilities, fees  
and expenses incurred in connection with any legal action relating to any       
Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Agreement,  
and relating to any Non-Serviced Mortgage Loan (but excluding any such losses   
allocable to the                                                                

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related Non-Serviced Companion Mortgage Loans), reasonably requiring the use of 
counsel or the incurring of expenses other than any losses incurred by reason of
any Non-Serviced Mortgage Loan Master Servicer's willful misfeasance, bad faith 
or negligence in the performance of its duties under the related Non-Serviced   
Mortgage Loan Pooling and Servicing Agreement.                                  

           (e) The Primary Servicer agrees to indemnify the Trustee, the
Special Servicer, the Trust, the Depositor, the Paying Agent, and any director, 
officer, employee, agent or Controlling Person thereof, and hold them harmless  
against any and all claims, losses, penalties, fines, forfeitures, legal fees   
and related costs, judgments, and any other costs, liabilities, fees and        
expenses that the Trustee, the Special Servicer, the Depositor, the Paying Agent
and the Trust may sustain arising from or as a result of the willful            
misfeasance, bad faith or negligence in the performance of any of the Primary   
Servicer's duties under this Agreement, the Primary Servicing Agreement or by   
reason of negligent disregard of the Primary Servicer's obligations and duties  
thereunder (including a breach of such obligations a substantial motive of which
is to obtain an economic advantage from being released from such obligations),  
and if in any such situation the Primary Servicer is replaced, the parties      
hereto agree that the amount of such claims, losses, penalties, fines, legal    
fees and related costs, judgments, and other costs, liabilities, fees and       
expenses shall at least equal the incremental costs, if any, of retaining a     
successor primary servicer. The Trustee, the Special Servicer, the Paying Agent 
or the Depositor, as applicable, shall immediately notify the Primary Servicer  
if a claim is made by any Person with respect to this Agreement, the Primary    
Servicing Agreement or the Mortgage Loans entitling the Trustee, the Depositor, 
the Special Servicer, the Paying Agent or the Trust to indemnification under    
this Section 8.25(d), whereupon the Primary Servicer shall assume the defense of
any such claim (with counsel reasonably satisfactory to the Trustee, the Special
Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in       
respect of such claim. Any failure to so notify the Primary Servicer shall not  
affect any rights the Trustee, the Special Servicer, the Depositor, the Paying  
Agent or the Trust may have to indemnification under this Agreement, the Primary
Servicing Agreement or otherwise, unless the Primary Servicer's defense of such 
claim is materially prejudiced thereby. The indemnification provided herein     
shall survive the termination of this Agreement and the Primary Servicing       
Agreement and the resignation or termination of the Master Servicer, the Special
Servicer, the Paying Agent and the Trustee. Any expenses incurred or            
indemnification payments made by the Primary Servicer shall be reimbursed by the
party so paid, if a court of competent jurisdiction makes a final,              
non-appealable judgment that the conduct of the Primary Servicer was not        
culpable or that the Primary Servicer did not act with willful misfeasance, bad 
faith or negligence.                                                            

Section 8.26 Reserved.                            

             Section 8.27 Compliance with REMIC Provisions and Grantor Trust
Provisions. The Master Servicer shall act in accordance with this Agreement and 
the REMIC Provisions and related provisions of the Code in order to create or   
maintain the status of any REMIC Pool as a REMIC and the Class P Grantor Trust  
created hereby as a grantor trust under the Code. The Master Servicer shall not 
take any action or (A) cause any REMIC Pool to take any action that could (i)   
endanger the status of any REMIC Pool as a REMIC under the Code or (ii) result  
in the imposition of a tax upon any REMIC Pool (including, but not limited to,  
the tax                                                                         

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on prohibited transactions as defined in Code Section 860F(a)(2) or on          
prohibited contributions pursuant to Section 860G(d)) or (B) cause the Class P  
Grantor Trust to take any action that could (i) endanger its status as a grantor
trust or (ii) result in the imposition of any tax upon the Class P Grantor Trust
unless the Trustee shall have received a Nondisqualification Opinion (at the    
expense of the party seeking to take such action) to the effect that the        
contemplated action will not endanger such status or result in the imposition of
such tax. The Master Servicer shall comply with the provisions of Article XII   
hereof.                                                                         

               Section 8.28 Termination. The obligations and responsibilities of
the Master Servicer created hereby (other than the obligation of the Master     
Servicer to make payments to the Paying Agent as set forth in Section 8.29 and  
the obligations of the Master Servicer to the Trustee, the Paying Agent, the    
Special Servicer and the Trust) shall terminate (i) on the date which is the    
later of (A) the final payment or other liquidation of the last Mortgage Loan   
remaining outstanding (and final distribution to the Certificateholders) or (B) 
the disposition of all REO Property (and final distribution to the              
Certificateholders), (ii) if an Event of Default described in clauses           
8.28(a)(iii), (iv), (v), (vi), (x), (xi) or (xii) has occurred, 60 days         
following the date on which the Trustee or Depositor gives written notice to the
Master Servicer that the Master Servicer is terminated or (iii) if an Event of  
Default described in clauses 8.28(a)(i), (ii), (vii), (viii) or (ix) has        
occurred, immediately upon the date on which the Trustee or the Depositor gives 
written notice to the Master Servicer that the Master Servicer is terminated.   
After any Event of Default (but subject, in the case of Section 8.28(a)(xii), to
the waiver right of the Depositor described therein), the Trustee (i) may elect 
to terminate the Master Servicer by providing such notice, and (ii) shall       
provide such notice if holders of Certificates representing more than 25% of the
Aggregate Certificate Balance of all Certificates so direct the Trustee.        

            (a) "Event of Default," wherever used herein, means any one of
the following events:                                                           

              (i) any failure by the Master Servicer to remit to the
Paying Agent or otherwise make any payment required to be remitted by the Master
Servicer under the terms of this Agreement, including any required Advances; or 

                  (ii) any failure by the Master Servicer to make a required
deposit to the Certificate Account which continues unremedied for one Business  
Day following the date on which such deposit was first required to be made; or  

                    (iii) any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the duties, covenants or
agreements on the part of the Master Servicer contained in this Agreement (other
than, for so long as the Trust is subject to the reporting requirements of the  
Exchange Act, the duties, covenants or agreements set forth in Article XIII to  
the extent described in Section 8.28(a)(xi)) which continues unremedied for a   
period of 30 days after the date on which written notice of such failure,       
requiring the same to be remedied, shall have been given to the Master Servicer 
by the Depositor or the Trustee; provided, however, that if the Master Servicer 
certifies to the Trustee and the Depositor that the Master Servicer is in good  
faith attempting to remedy such failure, such cure period will be extended to   
the extent necessary to permit the Master Servicer to cure such failure;        
provided, further that such cure period may not exceed 90 days; or              

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             (iv) any breach of the representations and warranties
contained in Section 8.20 hereof that materially and adversely affects the      
interest of any holder of any Class of Certificates and that continues          
unremedied for a period of 30 days after the date on which notice of such       
breach, requiring the same to be remedied, shall have been given to the Master  
Servicer by the Depositor or the Trustee, provided, however, that if the Master 
Servicer certifies to the Trustee and the Depositor that the Master Servicer is 
in good faith attempting to remedy such breach, such cure period will be        
extended to the extent necessary to permit the Master Servicer to cure such     
breach; provided, further that such cure period may not exceed 90 days; or      

                  (v) the Trustee shall receive notice from Fitch or DBRS to
the effect that the continuation of the Master Servicer in such capacity would  
result in the downgrade, qualification or withdrawal of any rating then assigned
by Fitch or DBRS, as applicable, to any Class of Certificates; or               

                  (vi) the Master Servicer has been downgraded to a servicer
rating level below "CMS3" (or its equivalent) by Fitch; or                      

                   (vii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case under any  
present or future federal or state bankruptcy, insolvency or similar law for the
appointment of a conservator, receiver, liquidator, trustee or similar official 
in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and  
liabilities or similar proceedings, or for the winding-up or liquidation of its 
affairs, shall have been entered against the Master Servicer and such decree or 
order shall have remained in force undischarged or unstayed for a period of 60  
days; or                                                                        

                   (viii) the Master Servicer shall consent to the appointment
of a conservator, receiver, liquidator, trustee or similar official in any      
bankruptcy, insolvency, readjustment of debt, marshalling of assets and         
liabilities or similar proceedings of or relating to the Master Servicer or of  
or relating to all or substantially all of its property; or                     

           (ix) the Master Servicer shall admit in writing its
inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable bankruptcy, insolvency or reorganization statute,   
make an assignment for the benefit of its creditors, voluntarily suspend payment
of its obligations, or take any corporate action in furtherance of the          
foregoing;                                                                      

            (x) the Master Servicer is removed from S&P's Select
Servicer List as a U.S. Commercial Mortgage Master Servicer and is not          
reinstated within 60 days;                                                      

                (xi) subject to Section 13.8, the Master Servicer or any
Additional Servicer or Sub-Servicer appointed by such Master Servicer (other    
than any Additional Servicer that is a Seller Sub-Servicer) shall fail to       
deliver any Exchange Act reporting items required to be delivered by such       
servicer under Article XIII of this Agreement at the times required under such  
Article; or                                                                     

             (xii) the Master Servicer shall fail to terminate any
Sub-Servicer that is a Reporting Servicer subject to and in accordance with     
Section 8.4(c); provided that the                                               

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Depositor may waive any such Event of Default under this clause (xii) in its    
sole discretion without the consent of the Trustee or any Certificateholders.   

               (b) Notwithstanding the foregoing, if the Event of Default of the
Master Servicer occurs primarily by reason of the occurrence of a "Primary      
Servicing Default" (as hereinafter defined) (that is, it would not have occurred
but for (a) the occurrence of such Primary Servicing Default and (b) the Master 
Servicer failure to cause the cure of such event) and the Trustee (or the       
Trustee at the direction of the Certificateholders pursuant to Section 8.28     
hereof) elects to terminate the Master Servicer, then Wells Fargo Bank, National
Association shall have the right to elect that the successor Master Servicer,   
upon its succession, enter into a primary servicing agreement with Wells Fargo  
Bank, National Association with respect to all Mortgage Loans as to which that  
Primary Servicing Default occurred, so long as the initial Master Servicer is on
the approved list of commercial mortgage loan servicers maintained by S&P and so
long as the initial Master Servicer has a commercial loan master servicer rating
of at least "CMS3" (or its equivalent) by Fitch and as approved by DBRS or a    
commercial loan primary servicer rating of at least "CPS3" (or its equivalent)  
by Fitch and as approved by DBRS, and such agreement shall be substantially in  
the form of Exhibit G-1 hereto (but as if Wells Fargo Bank, National Association
were the Primary Servicer or Sub-Servicer thereunder and with applicable        
servicing fees and excess fees as specified on the Mortgage Loan Schedule); and,
in the case of an agreement in the form of Exhibit G-1, thereupon Wells Fargo   
Bank, National Association shall be deemed to have been granted the rights and  
deemed to have assumed the obligations granted to or imposed on the "Primary    
Servicer" hereunder as to such Mortgage Loans (and under the Primary Servicing  
Agreement). For purposes of the preceding sentence, a "Primary Servicing        
Default" means an "event of default" of the Primary Servicer under the Primary  
Servicing Agreement of Principal Global Investors, LLC. If the Master Servicer  
is terminated based upon an Event of Default set forth in clause (i) (as to the 
obligation to make P&I Advances), (v), (vi) or (x) of Section 8.28(a), then the 
Master Servicer shall have the right to enter into a primary servicing agreement
with the successor master servicer with respect to all Mortgage Loans that are  
not then subject to the Primary Servicing Agreement, so long as the terminated  
Master Servicer is on the approved list of commercial mortgage loan servicers   
maintained by Fitch and S&P and is approved by DBRS.                            

            (c) Notwithstanding the other provisions of this Section 8.28,
(A) if any Event of Default on the part of the Master Servicer occurs that      
affects a Serviced Companion Mortgage Loan or (B) for so long as any Serviced   
Companion Mortgage Loan is serviced hereunder and is included in a              
securitization that is rated by Moody's, if (x) the Trustee shall receive notice
from Moody's to the effect that the continuation of the Master Servicer in such 
capacity would result in the downgrade, qualification or withdrawal of any      
rating then assigned by Moody's to any class of certificates issued in such     
securitization or (y) Moody's has placed one or more Classes of Certificates on 
"watch status" in contemplation of a rating downgrade or withdrawal (and such   
"watch status" placement shall not have been withdrawn by Moody's within 60 days
of the date that the Trustee obtained such actual knowledge) and, in the case of
either of clauses (x) or (y), citing servicing concerns with the Master Servicer
as the sole or material factor in such rating action, and in either case, the   
Master Servicer is not otherwise terminated in accordance with this Section     
8.28, then, at the request of the holder of such affected Serviced Companion    
Mortgage Loan, the Trustee shall require the Master Servicer to appoint, within 
30 days of the Trustee's request, a Sub-Servicer (or, if the related Mortgage   
Loan is currently being sub-serviced, to replace, within 30 days of the         
Trustee's request, the then-current Sub-Servicer with a new Sub-                

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Servicer) with respect to the related Mortgage Loan only, but as to no other    
Mortgage Loan. In connection with the Master Servicer's appointment of a        
Sub-Servicer at the request of the Trustee in accordance with this Section      
8.28(c), the Master Servicer shall obtain a Rating Agency Confirmation (such    
Rating Agency Confirmation to be an expense of the requesting Serviced Companion
Mortgage Loan holder). The related Sub-Servicing Agreement shall provide that   
any Sub-Servicer appointed by the Master Servicer at the request of the Trustee 
in accordance with this Section 8.28(c) shall be responsible for all duties, and
shall be entitled to all compensation, of the Master Servicer under this        
Agreement with respect to the subject Loan Pair.                                

Section 8.29 Procedure Upon Termination.          

               (a) Notice of any termination pursuant to clause (i) of the first
paragraph of Section 8.28, specifying the Master Servicer Remittance Date upon  
which the final transfer by the Master Servicer to the Paying Agent shall be    
made, shall be given promptly in writing by the Master Servicer to the Paying   
Agent no later than the later of (i) five Business Days after the final payment 
or other liquidation of the last Mortgage Loan or (ii) the sixth day of the     
month of such final distribution. Upon any such termination, the duties of the  
Master Servicer (other than the obligation of the Master Servicer to pay to the 
Paying Agent the amounts remaining in the Certificate Account as set forth below
and the obligations of the Master Servicer to the Trustee and the Trust as      
provided herein) shall terminate and the Master Servicer shall transfer to the  
Paying Agent the amounts remaining in the Certificate Account (and any          
sub-account) after making the withdrawals permitted to be made pursuant to      
Section 5.2 and shall thereafter terminate the Certificate Account and any other
account or fund maintained with respect to the Mortgage Loans.                  

          (b) On the date specified in a written notice of termination
given to the Master Servicer pursuant to clause (ii) of the first paragraph of  
Section 8.28, or on the date on which a written notice of termination is given  
to the Master Servicer pursuant to clause (iii) of the first paragraph of       
Section 8.28 all authority, power and rights of the Master Servicer under this  
Agreement, whether with respect to the Mortgage Loans or otherwise, shall       
terminate (except for any rights relating to indemnification, unpaid servicing  
compensation or unreimbursed Advances and related interest or, if the terminated
Master Servicer is Wells Fargo Bank, National Association, its rights to the    
Excess Servicing Fee); provided that in no event shall the termination of the   
Master Servicer be effective until a successor servicer shall have succeeded the
Master Servicer as successor servicer, subject to approval by the Rating        
Agencies, notified the Master Servicer of such designation and such successor   
servicer shall have assumed the Master Servicer's obligations and               
responsibilities hereunder and under the Primary Servicing Agreement, as set    
forth in an agreement substantially in the form hereof, with respect to the     
Mortgage Loans and, in the circumstances set forth in the last sentence of      
Section 8.28(b), entered into a new primary servicing agreement with the        
predecessor Master Servicer in substantially the same form as Exhibit AA        
attached hereto. Except as provided in the next sentence, the Trustee may not   
succeed the Master Servicer as servicer until and unless it has satisfied the   
provisions that would apply to a Person succeeding to the business of the Master
Servicer pursuant to Section 8.22(b) hereof. Notwithstanding the foregoing      
sentence, in the event that the Master Servicer is terminated as a result of an 
event described in Section 8.28(a)(vii), 8.28(a)(viii) or 8.28(a)(ix), the      
Trustee shall act as successor servicer immediately upon delivery of a notice of
termination to the Master Servicer and shall use commercially reasonable efforts
within 90 days of assuming the duties of the Master Servicer, either to satisfy 

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the conditions of Section 8.22(b) hereof or to transfer the duties of the Master
Servicer to a successor servicer who has satisfied such conditions. The Trustee 
is hereby authorized and empowered to execute and deliver, on behalf of the     
Master Servicer, as attorney-in-fact or otherwise, any and all documents and    
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to    
complete the transfer and endorsement or assignment of the Mortgage Loans and   
related documents or otherwise. The Master Servicer agrees to cooperate with the
Trustee and the Paying Agent in effecting the termination of the Master         
Servicer's responsibilities and rights hereunder as Master Servicer including,  
without limitation, notifying Mortgagors of the assignment of the servicing     
function and providing the Trustee all documents and records in electronic or   
other form reasonably requested by it to enable the successor servicer          
designated by the Trustee to assume the Master Servicer's functions hereunder   
and to effect the transfer to such successor for administration by it of all    
amounts which shall at the time be or should have been deposited by the Master  
Servicer in the Certificate Account and any other account or fund maintained or 
thereafter received with respect to the Mortgage Loans.                         

         (c) If (i) the Master Servicer receives a written notice of
termination (A) pursuant to clause (ii) of the first paragraph of Section 8.28  
relating solely to an Event of Default set forth in clause (v), (vi), (x) or    
(xi) of Section 8.28(a) or (B) pursuant to Section 8.21 and (ii) the Master     
Servicer provides the Trustee with the appropriate "request for proposal"       
materials within five Business Days after receipt of such written notice of     
termination, then the Trustee shall promptly thereafter (using such "request for
proposal" materials provided by the Master Servicer) solicit good faith bids for
the rights to service the Mortgage Loans under this Agreement from at least     
three but no more than five Qualified Bidders or, if three Qualified Bidders    
cannot be located, then from as many persons as the Trustee can determine are   
Qualified Bidders. At the Trustee's request, the Master Servicer shall supply   
the Trustee with the names of Persons from whom to solicit such bids. In no     
event shall the Trustee be responsible if less than three Qualified Bidders     
submit bids for the right to service the Mortgage Loans under this Agreement.   

             (d) Each bid proposal shall require any Successful Bidder, as a
condition of its bid, to enter into this Agreement as successor Master Servicer,
and to agree to be bound by the terms hereof and the terms of the Primary       
Servicing Agreement, not later than 30 days after termination of the Master     
Servicer hereunder. The Trustee shall select the Qualified Bidder with the      
highest cash bid (or such other Qualified Bidder as the Master Servicer may     
direct) (the "Successful Bidder") to act as successor Master Servicer hereunder.
The Trustee shall direct the Successful Bidder to enter into this Agreement as  
successor Master Servicer pursuant to the terms hereof, and in connection       
therewith to deliver the amount of the Successful Bidder's cash bid to the      
Trustee by wire transfer of immediately available funds to an account specified 
by the Trustee no later than 10:00 a.m. New York City time on the date specified
for the assignment and assumption of the servicing rights hereunder.            

            (e) Upon the assignment and acceptance of the servicing rights
hereunder to and by the Successful Bidder and receipt of such cash bid, the     
Trustee shall remit or cause to be remitted to the terminated Master Servicer   
the amount of such cash bid received from the Successful Bidder (net of all     
out-of-pocket expenses incurred in connection with obtaining such bid and       
transferring servicing) by wire transfer of immediately available funds to an   
account                                                                         

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specified by the terminated Master Servicer no later than 1:00 p.m. New York    
City time on the date specified for the assignment and assumption of the        
servicing rights hereunder.                                                     

              (f) If the Successful Bidder has not entered into this Agreement
as successor Master Servicer within 30 days after the termination of the Master 
Servicer hereunder or no Successful Bidder was identified within such 30-day    
period, the Trustee shall have no further obligations under Section 8.29(c) and 
may act or may select another successor to act as Master Servicer hereunder in  
accordance with Section 8.29(b).                                                

          (g) Notwithstanding anything to the contrary in this Section
8.29, the successor master servicer must assume all of the obligations of the   
terminated Master Servicer under the Primary Servicing Agreement as a condition 
precedent to its becoming Master Servicer hereunder.                            

          (h) In the event that the Master Servicer is terminated as a
result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(x),  
then the Master Servicer shall have the right to enter into a sub-servicing     
agreement or primary servicing agreement with the successor master servicer with
respect to all applicable Mortgage Loans that are not subject to a sub-servicing
agreement or primary servicing agreement, so long as the Master Servicer is on  
the S&P Select Servicer List as a U.S. Commerical Mortgage Servicer and the     
Operating Adviser has consented to such primary servicing or sub-servicing      
arrangement.                                                                    

              For purposes of the foregoing provisions of Section 8.29(c), the
phrase "rights to service" shall be construed to exclude those servicing rights 
and duties as to which Wells Fargo Bank, National Association has made an       
election for the execution of a primary servicing agreement as contemplated by  
Section 8.28(b).                                                                

             Section 8.30 Operating Adviser Contact with Master Servicer and
Special Servicer. No less often than on a monthly basis or as agreed upon by the
Master Servicer and the Operating Adviser, each of the Master Servicer and the  
Special Servicer shall, without charge, make a Servicing Officer available to   
answer questions from the Operating Adviser regarding the performance and       
servicing of the Mortgage Loans and/or REO Properties for which the Master      
Servicer or the Special Servicer, as the case may be, is responsible. The       
Primary Servicer shall make a Servicing Officer available on any such call to   
answer questions from the Operating Adviser regarding the Mortgage Loans and/or 
REO Properties that it services.                                                

         Section 8.31 Certain Matters with Respect to Joint Mortgage
Loans.                                                                          

       (a) If a Seller of a Joint Mortgage Loan (a "Repurchasing
Seller") repurchases its respective Mortgage Note(s) (as such term is defined   
herein) (a "Repurchased Note"), the provisions of this Section 8.31 shall apply 
prior to the adoption, pursuant to Section 14.3(l), of any amendment to this    
Agreement that provides otherwise. Each of the Sellers of the Joint Mortgage    
Loans has agreed to the terms set forth in this Section 8.31 and in the         
applicable Mortgage Loan Purchase Agreement with respect to the servicing and   
administration of each of the Joint Mortgage Loans, in the event of a repurchase
of one Mortgage Note with respect to any Joint Mortgage Loans unless and until  
such time as both Mortgage Notes related to the applicable Joint Mortgage Loan  
are repurchased or are otherwise no longer part of the Trust. For               

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purposes of this Section 8.31, Section 14.3(l) and Section 14.9 only, "Mortgage 
Note" shall mean with respect to any Joint Mortgage Loan, each original         
promissory note that collectively represents the Mortgage Note (as defined in   
Article I) with respect to such Joint Mortgage Loan and shall not be a          
collective reference to such promissory notes.                                  

               (b) Custody of and record title under the Mortgage Loan documents
with respect to the applicable Joint Mortgage Loan shall be held exclusively by 
the Trustee as provided under this Agreement, except that the Repurchasing      
Seller shall hold and retain title to its original Repurchased Note and any     
related endorsements thereof.                                                   

                    (i) Payments from the related Mortgagor or any other amounts
received with respect to each Mortgage Note shall be collected as provided in   
this Agreement by the Master Servicer (or the Primary Servicer on behalf of the 
Master Servicer) and shall be applied upon receipt by the Master Servicer pro   
rata to each related Mortgage Note based on its respective Repurchased          
Percentage Interest (as defined herein), subject to Section 8.31(b)(ii).        
Payments or any other amounts received with respect to the related Repurchased  
Note shall be held in trust for the benefit of the applicable Repurchasing      
Seller and remitted (net of its pro rata share of any Master Servicing Fees,    
Special Servicing Fees, Primary Servicing Fees and any other amounts due to the 
Master Servicer, the Special Servicer or the Primary Servicer) to the applicable
Repurchasing Seller or its designee by the Master Servicer (or the Primary      
Servicer on behalf of the Master Servicer) on each Distribution Date pursuant to
instructions provided by the applicable Repurchasing Seller and deposited and   
applied in accordance with this Agreement, subject to Section 8.31(b)(ii). If   
any Joint Mortgage Loan becomes an REO Mortgage Loan, payments or any other     
amounts received with respect to any such Joint Mortgage Loan shall be collected
and shall be applied upon receipt by the Master Servicer pro rata to each       
related Mortgage Note based on its respective Repurchased Percentage Interest,  
subject to Section 8.31(b)(ii).                                                 

                  (ii) In the event that the Master Servicer (or the Primary
Servicer on behalf of Master Servicer) or the Special Servicer, as applicable,  
receives an aggregate payment of less than the aggregate amount due under any   
such Joint Mortgage Loan at any particular time, the applicable Repurchasing    
Seller shall receive from the Master Servicer (or from the Primary Servicer on  
behalf of the Master Servicer) an amount equal to such Repurchasing Seller's    
Repurchased Percentage Interest of such payment. All expenses, losses and       
shortfalls relating solely to such Joint Mortgage Loan including, without       
limitation, losses of principal or interest, Nonrecoverable Advances, interest  
on Servicing Advances, Special Servicing Fees, Work-Out Fees and Liquidation    
Fees (including any such fees related to the applicable Mortgage Notes), will be
allocated between the holders of such Mortgage Notes pro rata based on their    
respective Repurchased Percentage Interests of such losses and expenses. In no  
event shall any costs, expenses, fees or any other amounts related to any       
Mortgage Loan or Joint Mortgage Loan other than the applicable Joint Mortgage   
Loan be deducted from payments or any other amounts received with respect to    
such Joint Mortgage Loan and payable to the applicable Repurchasing Seller. For 
purposes of Section 8.31(b)(i), this Section 8.31(b)(ii) and Section 8.31(g),   
"Repurchased Percentage Interest" shall mean the percentage interest of the     
applicable Seller in the applicable Joint Mortgage Loan.                        

                (iii) Each Joint Mortgage Loan shall be serviced for the
benefit of the applicable Repurchasing Seller and the Certificateholders        
pursuant to the terms and conditions of                                         

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this Agreement in accordance with the Servicing Standard and in accordance with 
the provisions herein as if the related Repurchased Note were a Serviced        
Companion Mortgage Loan. For so long as the Joint Mortgage Loan shall be        
serviced by the Master Servicer, the Primary Servicer or the Special Servicer in
accordance with the requirements of this Agreement, the Master Servicer, the    
Primary Servicer or the Special Servicer, as applicable, on behalf of the       
holders thereof shall administer such Joint Mortgage Loan consistent with the   
terms of this Agreement as if such Joint Mortgage Loan were a Loan Pair. No     
Repurchasing Seller shall be permitted to terminate the Master Servicer (or the 
Primary Servicer acting on behalf of the Master Servicer) or the Special        
Servicer as servicer or special servicer of the related Repurchased Note. All   
rights of the mortgagee under each such Joint Mortgage Loan will be exercised by
the Master Servicer (or the Primary Servicer on behalf of the Master Servicer)  
or the Special Servicer, on behalf of the Trust to the extent of its interest   
therein and the applicable Repurchasing Seller in accordance with this          
Agreement.                                                                      

             (iv) The related Repurchasing Seller shall be treated
hereunder as if it were a Serviced Companion Mortgage Loan noteholder on a pari 
passu basis. Funds collected by the Master Servicer (or the Primary Servicer on 
behalf of the Master Servicer) or the Special Servicer, as applicable, and      
applied to the applicable Mortgage Notes shall be deposited and disbursed in    
accordance with the provisions hereof relating to holders of such Loan Pairs    
that are pari passu in right of payment. Compensation shall be paid to the      
Master Servicer, the Primary Servicer and the Special Servicer with respect to  
each Repurchased Note as provided in this Agreement as if each such Mortgage    
Note were a Serviced Companion Mortgage Loan. None of the Trustee, the Fiscal   
Agent (if any), the Master Servicer, the Primary Servicer or the Special        
Servicer shall have any obligation to make P&I Advances with respect to any     
Repurchased Note or, if neither related Mortgage Note is part of the Trust, a   
Servicing Advance with respect to any Repurchased Note. Except as otherwise     
specified herein, the Master Servicer, the Primary Servicer and the Special     
Servicer shall have no reporting requirement with respect to any Repurchased    
Note other than to deliver to the related Repurchasing Seller any document as is
required to be delivered to a holder of a Serviced Companion Mortgage Loan      
hereunder.                                                                      

         (c) If any Mortgage Note is considered a Specially Serviced
Mortgage Loan, then any related Repurchased Note shall also be a Specially      
Serviced Mortgage Loan under this Agreement. The Special Servicer shall cause   
such related Repurchased Note to be specially serviced for the benefit of the   
applicable Repurchasing Seller in accordance with the terms and provisions set  
forth in this Agreement and shall be entitled to any Special Servicing Fee,     
Work-Out Fee or Liquidation Fee payable to the Special Servicer under this      
Agreement as with respect to a Serviced Companion Mortgage Loan.                

     (d) If (A) the Master Servicer (or Primary Servicer, as
applicable) shall pay any amount to any Repurchasing Seller pursuant to the     
terms hereof in the belief or expectation that a related payment has been made  
or will be received or collected in connection with either or both of the       
applicable Mortgage Notes and (B) such related payment is not received or       
collected by the Master Servicer (or the Primary Servicer on behalf of the      
Master Servicer), then the applicable Repurchasing Seller will promptly on      
demand by the Master Servicer (or the Primary Servicer on behalf of the Master  
Servicer) return such amount to the Master Servicer (or Primary Servicer, as    
applicable). If the Master Servicer (or Primary Servicer, as applicable),       
determines at any time that any amount received or collected by the Master      
Servicer (or the Primary Servicer on behalf of the Master Servicer) in respect  
of any Joint Mortgage Loans must be returned to the                             

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related Mortgagor or paid to any other person or entity pursuant to any         
insolvency law or otherwise, notwithstanding any other provision of this        
Agreement, the Master Servicer (or Primary Servicer, as applicable), shall not  
be required to distribute any portion thereof to the related Repurchasing       
Seller, and such Repurchasing Seller will promptly on demand by the Master      
Servicer (or the Primary Servicer on behalf of the Master Servicer) repay (which
obligation shall survive the termination of this Agreement) any portion thereof 
that the Master Servicer (or Primary Servicer, as applicable), shall have       
distributed to such Repurchasing Seller, together with interest thereon at such 
rate, if any, as the Master Servicer (or Primary Servicer, as applicable), may  
pay to the related Mortgagor or such other person or entity with respect        
thereto.                                                                        

        (e) Subject to this Agreement, the Master Servicer (or the
Primary Servicer on behalf of the Master Servicer) or the Special Servicer, as  
applicable, on behalf of the holders of any of the Repurchased Notes, shall have
the exclusive right and obligation to (i) administer, service and make all      
decisions and determinations regarding the related Joint Mortgage Loan and (ii) 
enforce the applicable Mortgage Loan documents as provided hereunder. Without   
limiting the generality of the preceding sentence, the Master Servicer (or the  
Primary Servicer on behalf of Master Servicer) or the Special Servicer, as      
applicable, may agree to any modification, waiver or amendment of any term of,  
forgive interest on and principal of, capitalize interest on, permit the        
release, addition or substitution of collateral securing, and/or permit the     
release of the related Mortgagor on or any guarantor of any Joint Mortgage Loan 
it is required to service and administer hereunder, without the consent of the  
related Repurchasing Seller, subject, however, to the terms of this Agreement as
they pertain to a Serviced Companion Mortgage Loan.                             

          (f) In taking or refraining from taking any action permitted
hereunder, the Master Servicer (or the Primary Servicer on behalf of the Master 
Servicer) and the Special Servicer shall each be subject to the same degree of  
care with respect to the administration and servicing of the Joint Mortgage     
Loans as is consistent with this Agreement; and shall be liable to any          
Repurchasing Seller only to the same extent as set forth herein with respect to 
any holder of a Serviced Companion Mortgage Loan.                               

               (g) In the event that the Trustee, the Fiscal Agent (if any), the
Master Servicer or the Special Servicer has made a Servicing Advance with       
respect to any Repurchased Note which would otherwise be reimbursable to such   
advancing party under this Agreement, and such Advance is determined to be a    
Nonrecoverable Advance, the applicable Repurchasing Seller shall reimburse the  
Trust in an amount equal to such Repurchasing Seller's Repurchased Percentage   
Interest of such Nonrecoverable Advance. Notwithstanding the foregoing, the     
applicable Repurchasing Seller will not be obligated to reimburse the Trustee,  
the Fiscal Agent (if any), the Master Servicer or the Special Servicer (and     
amounts due to the applicable Repurchasing Seller shall not be offset) for      
Advances or interest thereon or any amounts related to any Mortgage Loans or any
other Joint Mortgage Loan other than such amounts relating to the applicable    
Repurchased Note. To the extent that the applicable Repurchasing Seller         
reimburses any such Nonrecoverable Advances and such amounts are subsequently   
recovered, the applicable Repurchasing Seller shall receive a reimbursement from
such recovery based on its Repurchased Percentage Interest of such recovery.    
This reimbursement right shall not limit the Trustee's, the Fiscal Agent (if    
any), the Master Servicer's or the Special Servicer's rights to reimbursement   
under this Agreement. Notwithstanding anything to the contrary contained herein,
the total liability of each Repurchasing Seller shall not exceed an amount equal
to its Repurchased Percentage Interest.                                         

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             (h) Each Repurchasing Seller shall have the right to assign the
related Repurchased Note; provided that the assignee of the related Repurchased 
Note shall agree in writing to be bound by the terms of this Agreement.         

              (i) The Master Servicer (or Primary Servicer, as applicable) and
the Special Servicer shall, in connection with their servicing and              
administrative duties under this Agreement, exercise efforts consistent with the
Servicing Standard to execute and deliver, on behalf of each Repurchasing Seller
as a holder of a pari passu interest in the applicable Joint Mortgage Loan, any 
and all financing statements, continuation statements and other documents and   
instruments necessary to maintain the lien created by any Mortgage or other     
security document related to the applicable Joint Mortgage Loan on the related  
Mortgaged Property and related collateral, any and all modifications, waivers,  
amendments or consents to or with respect to the related Joint Mortgage Loan    
documents, and any and all instruments of satisfaction or cancellation, or of   
full release or discharge, and all other comparable instruments with respect to 
the related Repurchased Note or related Repurchased Notes and the related       
Mortgaged Property all in accordance with, and subject to, the terms of this    
Agreement. Each Repurchasing Seller agrees to furnish, or cause to be furnished,
to the Master Servicer (or the Primary Servicer, as applicable) and the Special 
Servicer any powers of attorney or other documents necessary or appropriate to  
enable the Master Servicer, the Primary Servicer or the Special Servicer, as the
case may be, to carry out its servicing and administrative duties under this    
Agreement related to the applicable Joint Mortgage Loan; provided, however, that
such Repurchasing Seller shall not be liable, and shall be indemnified by the   
Master Servicer (or Primary Servicer, as applicable) or the Special Servicer, as
applicable, for any negligence with respect to, or misuse of, any such power of 
attorney by the Master Servicer (or Primary Servicer, as applicable) or the     
Special Servicer, as the case may be; and further provided that the Master      
Servicer or the Special Servicer, without the written consent of the applicable 
Repurchasing Seller, shall not initiate any action in the name of such          
Repurchasing Seller without indicating its representative capacity or take any  
action with the intent to cause and that actually causes, such Repurchasing     
Seller to be registered to do business in any state.                            

           Pursuant to the related Mortgage Loan Purchase Agreement, the
applicable Repurchasing Seller is required to deliver to the Master Servicer (or
Primary Servicer, as applicable) or the Special Servicer, as applicable, the    
Mortgage Loan documents related to the applicable Repurchased Note, any requests
for release and any court pleadings, requests for trustee's sale or other       
documents necessary to the foreclosure or trustee's sale in respect of the      
related Mortgaged Property or to any legal action or to enforce any other       
remedies or rights provided by the Mortgage Note(s) or the Mortgage(s) or       
otherwise available at law or equity with respect to the related Repurchased    
Note.                                                                           

ARTICLE IX
 ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE LOANS
BY SPECIAL SERVICER 

Section 9.1 Duties of Special Servicer.           

              (a) Subject to the express provisions of this Agreement, for and
on behalf of the Trust and for the benefit of the Certificateholders as a whole,
and, solely as it relates to any A/B Mortgage Loan, for the benefit of the      
holder of the related B Note and, solely as it relates to                       

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any Loan Pair, for the benefit of the holder of the related Serviced Companion  
Mortgage Loan, the Special Servicer shall service the Specially Serviced        
Mortgage Loans and manage the related REO Properties in accordance with the     
Servicing Standard and the terms of this Agreement. Certain of the provisions of
this Article IX make explicit reference to their applicability to Mortgage      
Loans, any Serviced Companion Mortgage Loan and any B Note; notwithstanding such
explicit references, references in this Article IX to "Mortgage Loans" shall be 
construed, unless otherwise specified, to refer also to such B Note and such    
Serviced Companion Mortgage Loan (but any other terms that are defined in       
Article I and used in this Article IX shall be construed according to such      
definitions without regard to this sentence).                                   

               (b) The Special Servicer shall cooperate with the Master Servicer
and provide the Master Servicer with the information reasonably requested by the
Master Servicer, in writing, to the extent required to allow the Master Servicer
to perform its servicing obligations with respect to the Specially Serviced     
Mortgage Loans hereunder; provided, however, that (i) the Special Servicer shall
not be required to produce any ad hoc reports or incur any unusual expense or   
effort in connection therewith and (ii) if the Special Servicer elects to       
provide such ad hoc reports, the Special Servicer may require the Master        
Servicer to pay a reasonable fee to cover the costs of the preparation thereof. 
The Special Servicer's obligations with respect to the servicing of any         
Specially Serviced Mortgage Loan and any related REO Properties shall terminate 
when such Specially Serviced Mortgage Loan has become a Rehabilitated Mortgage  
Loan, unless and until another Servicing Transfer Event with respect to such    
Rehabilitated Mortgage Loan occurs.                                             

         (c) The Special Servicer shall send a written notice to the
Master Servicer, the Operating Adviser and the Paying Agent within two Business 
Days after becoming aware that a Mortgage Loan has become a Rehabilitated       
Mortgage Loan, which notice shall identify the applicable Mortgage Loan. Upon   
the receipt of such notice by the Master Servicer and the Paying Agent, such    
Mortgage Loan shall become a Rehabilitated Mortgage Loan and will be serviced by
the Master Servicer.                                                            

        (d) Upon the occurrence of a Servicing Transfer Event with
respect to a Mortgage Loan and upon the reasonable request of the Special       
Servicer, the Master Servicer shall mark its records for such Mortgage Loan to  
cause any monthly statements for amounts due on such Mortgage Loan to be sent   
thereafter to the Special Servicer rather than the related Mortgagor. Upon      
receipt of any such monthly statement, the Special Servicer shall, within two   
Business Days, advise the Master Servicer of any changes to be made, and return 
the monthly statement to the Master Servicer. The Master Servicer shall         
thereafter promptly send the corrected monthly statement to the Mortgagor. If a 
Mortgage Loan becomes a Rehabilitated Mortgage Loan, the Master Servicer shall  
send the monthly statement to the Mortgagor as it did before such Mortgage Loan 
became a Specially Serviced Mortgage Loan.                                      

              (e) All amounts collected by the Master Servicer with respect to
a Specially Serviced Mortgage Loan (other than a Mortgage Loan that has become  
an REO Mortgage Loan and a Specially Serviced Mortgage Loan that is a B Note or 
Serviced Companion Mortgage Loan) shall be deposited in the Certificate Account,
and all amounts collected by the Master Servicer with respect to a Specially    
Serviced Mortgage Loan that is a B Note shall be deposited in the related A/B   
Loan Custodial Account and all amounts collected by the Master Servicer with    
respect to a Specially Serviced Mortgage Loan that is a Serviced Companion      
Mortgage Loan shall be deposited in the related Serviced Companion Mortgage Loan
Custodial Account. The                                                          

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Master Servicer shall within three Business Days after receipt of any such      
payment, notify the Special Servicer of the receipt of such payment and the     
amount thereof. The Special Servicer shall, within one Business Day thereafter, 
instruct the Master Servicer in writing how to apply such payment (with the     
application of such payments to be made in accordance with the related Mortgage 
Loan documents (including the related Intercreditor Agreement, if any) or in    
accordance with this Agreement, as applicable).                                 

           (f) After the occurrence of any Servicing Transfer Event with
respect to any one or more Mortgage Loans that are the subject of any           
Environmental Insurance Policy, (i) the Special Servicer shall monitor the dates
by which any claim must be made or action must be taken under such Environmental
Insurance Policy to achieve the payment of all amounts thereunder to which the  
Trust is entitled in the event the Special Servicer has actual knowledge of any 
event giving rise to a claim under such Environmental Insurance Policy (an      
"Insured Environmental Event") and (ii) if the Special Servicer has actual      
knowledge of an Insured Environmental Event with respect to such Mortgage Loan, 
the Special Servicer shall take reasonable actions as are in accordance with the
Servicing Standard and the terms and conditions of the related Environmental    
Insurance Policy to make a claim thereunder and achieve the payment of all      
amounts to which the Trust is entitled thereunder. Any legal fees or other      
out-of-pocket costs incurred in accordance with the Servicing Standard in       
connection with any such claim shall be paid by, and reimbursable to, the Master
Servicer (of if applicable, the Special Servicer) as a Servicing Advance. All   
extraordinary expenses (but not ordinary and routine or anticipated expenses)   
incurred by the Special Servicer in fulfilling its obligations under this       
Section 9.1 shall be paid by the Trust.                                         

          Section 9.2 Fidelity Bond and Errors and Omissions Insurance
Policy of Special Servicer. The Special Servicer, at its expense, shall maintain
in effect a Servicer Fidelity Bond and a Servicer Errors and Omissions Insurance
Policy. The Servicer Errors and Omissions Insurance Policy and Servicer Fidelity
Bond shall be issued by a Qualified Insurer (unless the Special Servicer self   
insures as provided below) and be in form and amount consistent with the        
Servicing Standard. In the event that any such Servicer Errors and Omissions    
Insurance Policy or Servicer Fidelity Bond ceases to be in effect, the Special  
Servicer shall obtain a comparable replacement policy or bond from an insurer or
issuer meeting the requirements set forth above as of the date of such          
replacement. So long as the long-term rating of the Special Servicer is not less
than two rating categories (ignoring pluses or minuses) lower than the highest  
rating of the Certificates, but in any event not less than "A" as rated by      
Fitch, "A" as rated by S&P and "A" by DBRS or, if not rated by DBRS, an         
equivalent rating such as those listed above by at least two nationally         
recognized statistical rating organizations, the Special Servicer may           
self-insure for the Servicer Fidelity Bond and the Servicer Errors and Omissions
Insurance Policy.                                                               

            Section 9.3 Sub-Servicers. The Special Servicer shall have the
right to use a Sub-Servicer on the same terms and conditions as those set forth 
in Section 8.4 for a Sub-Servicer of the Master Servicer. The Special Servicer  
shall notify the Master Servicer, Trustee and solely as it relates to any A/B   
Mortgage Loan, the holder of the related B Note, and solely as it relates to any
Loan Pair, the holder of the related Serviced Companion Mortgage Loan, of the   
appointment of any Sub-Servicer of the Special Servicer. The Special Servicer   
shall not enter into future sub-servicing contracts unless (a) the Rating       
Agencies have confirmed in writing that entering into any such contract will not
result in a qualification, downgrade, or withdrawal of the                      

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then current ratings on the Certificates or (b) the sub-servicing contract      
relates to a Mortgage Loan(s) (along with any Mortgage Loans previously         
sub-serviced in accordance with this section) that represent less than 25% of   
the outstanding principal balance of all Specially Serviced Mortgage Loans.     

     Section 9.4 Special Servicer General Powers and Duties.

             (a) Subject to the other terms and provisions of this Agreement
(and, in the case of any Non-Serviced Mortgage Loan, subject to the servicing of
such Non-Serviced Mortgage Loan by the applicable Non-Serviced Mortgage Loan    
Master Servicer and the applicable Non-Serviced Mortgage Loan Special Servicer),
the Special Servicer is hereby authorized and empowered when the Special        
Servicer believes it appropriate in accordance with the Servicing Standard, to  
take any and all the actions with respect to Specially Serviced Mortgage Loans  
which the Master Servicer may perform as set forth in Section 8.3(a), including 
(i) to execute and deliver, on behalf of itself or the Trust (or holder of a B  
Note or Serviced Companion Mortgage Loan, as applicable), any and all           
instruments of satisfaction or cancellation, or of partial or full release or   
discharge and all other comparable instruments, with respect to the Specially   
Serviced Mortgage Loans and with respect to the related REO Properties and (ii) 
to effectuate foreclosure or other conversion of the ownership of any REO       
Property securing a Mortgage Loan. The Trustee shall execute on the Closing Date
a Power of Attorney in the form of Exhibit S-2 hereto and shall furnish the     
Special Servicer from time to time, upon request, with any additional powers of 
attorney of the Trust, empowering the Special Servicer to take such actions as  
it determines to be reasonably necessary to comply with its servicing,          
administrative and management duties hereunder, and the Trustee shall execute   
and deliver or cause to be executed and delivered such other documents as a     
Special Servicing Officer may request, that are necessary or appropriate to     
enable the Special Servicer to service, administer and manage the Specially     
Serviced Mortgage Loans and carry out its duties hereunder, in each case as the 
Special Servicer determines is in accordance with the Servicing Standard and the
terms of this Agreement; provided, that, prior to initiating any proceedings in 
any court of law or equity (but not defending any proceedings in any court of   
law or equity) or instituting any proceeding to foreclose on any Mortgaged      
Property in the name of the Trust in any state, the Special Servicer shall      
notify the Trustee in writing and not institute or initiate any such proceedings
for a period of five Business Days from the date of its delivery of such notice 
to the Trustee, unless the Special Servicer reasonably believes that such action
should be taken in less than five Business Days to preserve the property of the 
Trust for the benefit of Certificateholders, and the Trustee may within five    
Business Days of its receipt of such notice advise the Special Servicer that it 
has received an Opinion of Counsel (the cost of which shall be an expense of the
Trust) from an attorney duly licensed to practice law in the state where the    
related Mortgaged Property or REO Property is located, that it is likely that   
the laws of the state in which said action is to be taken either prohibit such  
action if taken in the name of the Trust or that the Trust would be adversely   
affected under the "doing business" or tax laws of such state if such action is 
taken in its name; provided, further, that the Special Servicer shall not be    
liable to the extent that it relies on the advice provided in such Opinion of   
Counsel. Upon receipt of any such advice from the Trustee, the Special Servicer 
shall take such action in the name of such Person or Persons, in trust for the  
Trust (or holder of a B Note or Serviced Companion Mortgage Loan, if            

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applicable), as shall be consistent with the Opinion of Counsel obtained by the 
Trustee. Such Person or Persons shall acknowledge in writing that such action is
being taken by the Special Servicer in the name of the Trust (or holder of a B  
Note or the Serviced Companion Mortgage Loan, if applicable). In the performance
of its duties hereunder, the Special Servicer shall be an independent contractor
and shall not, except in those instances where it is, after notice to the       
Trustee as provided above, taking action in the name of the Trust (or holder of 
a B Note or the Serviced Companion Mortgage Loan, if applicable), be deemed to  
be the agent of the Trust (or holder of a B Note or the Serviced Companion      
Mortgage Loan, as applicable). The Special Servicer shall indemnify the Trustee 
for any loss, liability or reasonable expense (including attorneys' fees)       
incurred by the Trustee or any director, officer, employee, agent or Controlling
Person of it or its affiliates in connection with any negligent or intentional  
misuse of the foregoing powers of attorney furnished to the Special Servicer by 
the Trustee. Such indemnification shall survive the resignation or termination  
of the Special Servicer hereunder, the resignation or termination of the Trustee
and the termination of this Agreement. The Special Servicer shall not have any  
responsibility or liability for any act or omission of the Trustee, the Master  
Servicer or the Depositor that is not attributable to the failure of the Special
Servicer to perform its obligations hereunder. The Special Servicer may         
conclusively rely on any advice of counsel rendered in a Nondisqualification    
Opinion.                                                                        

       (b) In servicing and administering the Specially Serviced
Mortgage Loans and managing any related REO Properties, the Special Servicer    
shall employ procedures consistent with the Servicing Standard. The Special     
Servicer shall conduct, or cause to be conducted, inspections, at its own       
expense, of the Mortgaged Properties relating to Specially Serviced Mortgage    
Loans at such times and in such manner as shall be consistent with the Servicing
Standard; provided, that the Special Servicer shall conduct, or cause to be     
conducted, inspections of the Mortgaged Properties relating to Specially        
Serviced Mortgage Loans at least once during each twelve-month period that ends 
on June 30 of any calendar year (commencing with the twelve-month period ending 
June 30, 2007); provided further that the Special Servicer shall, at the expense
of the Trust, inspect or cause to be inspected each Mortgaged Property related  
to a Mortgage Loan that is delinquent for sixty (60) days in the payment of any 
amounts due under such Mortgage Loan. The Special Servicer shall provide to the 
Master Servicer (who shall provide, solely as it relates to any A/B Mortgage    
Loan, to the holder of the related B Note, and solely as it relates to any Loan 
Pair, to the holder of the related Serviced Companion Mortgage Loan) and the    
Operating Adviser copies of the Inspection Reports relating to such inspections 
as soon as practicable after the completion of any inspection.                  

            (c) Pursuant to the related Loan Pair Intercreditor Agreement,
each owner of a Serviced Companion Mortgage Loan has agreed that the Master     
Servicer and the Special Servicer are authorized and obligated to service and   
administer such Serviced Companion Mortgage Loan pursuant to this Agreement.    

            (d) Pursuant to the related Loan Pair Intercreditor Agreement,
each owner of a Serviced Companion Mortgage Loan has agreed that the Master     
Servicer and the Special Servicer are authorized and obligated to service and   
administer such Serviced Companion Mortgage Loan pursuant to this Agreement.    
Notwithstanding anything herein to the contrary, the parties hereto acknowledge 
and agree that the Special Servicer's obligations and responsibilities hereunder
and the Special Servicer's authority with respect to a Serviced Pari Passu      
Mortgage Loan are limited by and subject to the terms of the related Loan Pair  
Intercreditor Agreement. At such time when the related Serviced Companion       
Mortgage Loan is deposited into a different commercial mortgage securitization  
(the "Other Securitization"), the Special Servicer shall be required to consult 
with the special servicer of the Other Securitization                           

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(the "Other Special Servicer") in respect thereof, and shall provide the Other  
Special Servicer with an opportunity to review any proposed action to be taken  
in respect thereof. The Other Special Servicer and the operating adviser of the 
Other Securitization (the "Other Operating Adviser") shall have such opportunity
to consult with the Special Servicer for a period from the date of receipt of   
the Special Servicer's written description of its proposed action through (but  
excluding) the fifth Business Day following the date of receipt (the "Initial   
Review Period"). The Special Servicer shall implement its written proposal if   
the Other Special Servicer (in consultation with the Other Operating Adviser)   
does not disapprove the proposed action within the Initial Review Period, unless
the Special Servicer has been directed to do otherwise by the Operating Adviser 
(in which event the Special Servicer shall advise the Other Special Servicer of 
such alternate course of action). If the Other Special Servicer (in consultation
with the Other Operating Adviser) disagrees with any aspect of the written      
proposal and, after consulting with the Special Servicer during the Initial     
Review Period, is unable to reach agreement on the proper course of action and  
notifies the Special Servicer of its disagreement in writing, then the Other    
Special Servicer shall be entitled to an additional period of five Business Days
(the "Additional Review Period") to continue its discussions with the Special   
Servicer and the Operating Adviser. If the Other Special Servicer and the       
Special Servicer agree on a revised course of action within the Initial Review  
Period or the Additional Review Period, then the Special Servicer shall revise  
the written proposal to reflect the agreed upon revised course of action and    
shall implement that course of action. If the Other Special Servicer and the    
Special Servicer are unable to agree on the appropriate course of action by the 
end of the Additional Review Period, then the Special Servicer shall decide, in 
accordance with the Servicing Standard set forth in this Agreement, what course 
of action to follow. If an Event of Default has occurred and is continuing with 
respect to the Special Servicer under this Agreement, which Event of Default    
does not relate to any Mortgage Loan other than the related Loan Pair, then the 
trustee under the pooling and servicing agreement relating to the Other         
Securitization (the "Other Pooling and Servicing Agreement") shall be entitled  
to direct the Trustee to (a) terminate the defaulting Special Servicer solely   
with respect to the related Loan Pair and (b) appoint a successor Special       
Servicer that meets the eligibility requirements of the Other Pooling and       
Servicing Agreement and this Agreement. In such event, the trustee under the    
Other Pooling and Servicing Agreement shall exercise its rights set forth in the
preceding sentence at the direction of the certificateholders holding at least  
25% of the certificate balance of the certificates issued under the Other       
Securitization or the Other Operating Adviser. The replacement of the Special   
Servicer with respect to a Loan Pair, as contemplated above, will in any event  
be subject to obtaining Rating Agency Confirmation hereunder and any required   
Rating Agency Confirmation with respect to the certificates by the trustee under
the Other Pooling and Servicing Agreement.                                      

       (e) Pursuant to the applicable Non-Serviced Mortgage Loan
Intercreditor Agreement, the owners of a Non-Serviced Mortgage Loan have agreed 
that such owner's rights in, to and under such Non-Serviced Mortgage Loan are   
subject to the servicing and all other rights of the applicable Non-Serviced    
Mortgage Loan Master Servicer and the applicable Non-Serviced Mortgage Loan     
Special Servicer and such Non-Serviced Mortgage Loan Master Servicer and        
Non-Serviced Mortgage Loan Special Servicer are authorized and obligated to     
service and administer such Non-Serviced Mortgage Loan pursuant to the related  
Non-Serviced Mortgage Loan Pooling and Servicing Agreement. Notwithstanding     
anything herein to the contrary, the parties hereto acknowledge and agree that  
the Special Servicer's obligations and responsibilities hereunder and the       
Special Servicer's authority with respect to any Non-Serviced                   

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Mortgage Loan are limited by and subject to the terms of the applicable         
Non-Serviced Mortgage Loan Intercreditor Agreement and the rights of the        
applicable Non-Serviced Mortgage Loan Master Servicer and the applicable        
Non-Serviced Mortgage Loan Special Servicer with respect thereto under the      
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Special 
Servicer shall take such actions as it shall deem reasonably necessary to       
facilitate the servicing of any Non-Serviced Mortgage Loan by the applicable    
Non-Serviced Mortgage Loan Master Servicer and the applicable Non-Serviced      
Mortgage Loan Special Servicer including, but not limited to, delivering        
appropriate Requests for Release to the Trustee and Custodian (if any) in order 
to deliver any portion of the related Mortgage File to the applicable           
Non-Serviced Mortgage Loan Master Servicer or applicable Non-Serviced Mortgage  
Loan Special Servicer under the related Non-Serviced Mortgage Loan Pooling and  
Servicing Agreement.                                                            

          Section 9.5 "Due-on-Sale" Clauses; Assignment and Assumption
Agreements; Modifications of Specially Serviced Mortgage Loans;                 
Due-On-Encumbrance Clauses. Subject to the limitations of Section 12.3, the     
Special Servicer shall have the following duties and rights:                    

              (a) If any Specially Serviced Mortgage Loan contains a provision
in the nature of a "due-on-sale" clause, which by its terms:                    

               (i) provides that such Specially Serviced Mortgage Loan
shall (or may at the Mortgagee's option) become due and payable upon the sale or
other transfer of an interest in the related Mortgaged Property or ownership    
interest in the related Mortgagor, or                                           

                    (ii) provides that such Specially Serviced Mortgage Loan may
not be assumed, or ownership interests in the related Mortgagor may not be      
transferred, without the consent of the related mortgagee in connection with any
such sale or other transfer, then, the Special Servicer, on behalf of the Trust,
shall, after consultation with the Operating Adviser and in accordance with the 
REMIC Provisions, take such actions as it deems to be in the best economic      
interest of the Trust in accordance with the Servicing Standard, and may waive  
or enforce any due-on-sale clause contained in the related Mortgage Note or     
Mortgage; provided, however, that if the Principal Balance of such Mortgage Loan
(together with any other Mortgage Loans with which it is cross-collateralized)  
at such time equals or exceeds 5% of the Aggregate Certificate Balance or       
exceeds $35,000,000 or is one of the then current top 10 loans (by Principal    
Balance) in the pool, then prior to waiving the effect of such provision, the   
Special Servicer shall obtain Rating Agency Confirmation regarding such waiver. 
In connection with the request for such consent, the Special Servicer shall     
prepare and deliver to the Rating Agencies a memorandum outlining its analysis  
and recommendation in accordance with the Servicing Standard, together with     
copies of all relevant documentation. The Special Servicer shall also prepare   
and provide the Rating Agencies with such memorandum and documentation for all  
transfer and assumption consents granted for Mortgage Loans below the threshold 
set forth above (and, in the case of encumbrances, the threshold set forth in   
Section 9.5(i)), but for which the Special Servicer's decision will be          
sufficient and a Rating Agency Confirmation is not required. As to any Mortgage 
Loan that is not a Specially Serviced Mortgage Loan and contains a provision in 
the nature of a "due-on-sale" clause, the Special Servicer shall have the rights
and duties set forth in Section 8.7(b). The Special Servicer shall be entitled  
to 100% of all assumption fees in connection with Specially Serviced Mortgage   
Loans.                                                                          

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                   After notice to the Operating Adviser, the Special Servicer
is also authorized to take or enter into an assignment and assumption agreement 
from or with the Person to whom such property has been or is about to be        
conveyed, and/or to release the original Mortgagor from liability upon the      
Specially Serviced Mortgage Loan and substitute the new Mortgagor as obligor    
thereon; provided, that except as otherwise permitted by Section 9.5(c), any    
such assignment and assumption or substitution agreement shall contain no terms 
that could result in an Adverse REMIC Event. To the extent permitted by law, the
Special Servicer shall enter into an assumption or substitution agreement that  
is required under the related Mortgage Loan documents (either as a matter of    
right or upon satisfaction of specified conditions) and shall otherwise enter   
into any assumption or substitution agreement only if the credit status of the  
prospective new mortgagor and the underwriting of the new mortgagor is in       
compliance with the Special Servicer's regular commercial mortgage origination  
or servicing standards and criteria. The Special Servicer shall notify the      
Master Servicer of any such assignment and assumption or substitution agreement 
and the Special Servicer shall forward to the Trustee the original of such      
agreement, which original shall be added by the Trustee to the related Mortgage 
File and shall, for all purposes, be considered a part of such Mortgage File to 
the same extent as all other documents and instruments constituting a part      
thereof.                                                                        

       (b) In connection with any assignment and assumption of a
Specially Serviced Mortgage Loan, in no event shall the Special Servicer consent
to the creation of any lien on a Mortgaged Property that is senior to, or on a  
parity with, the lien of the related Mortgage. Nothing in this Section 9.5 shall
constitute a waiver of the Trustee's right, as the mortgagee of record, to      
receive notice of any assignment and assumption of a Specially Serviced Mortgage
Loan, any sale or other transfer of the related Mortgaged Property or the       
creation of any lien or other encumbrance with respect to such Mortgaged        
Property.                                                                       

               (c) Subject to the Servicing Standard and Sections 9.39 and 9.40,
and the rights and duties of the Master Servicer under Section 8.18, the Special
Servicer may enter into any modification, waiver or amendment (including,       
without limitation, the substitution or release of collateral or the pledge of  
additional collateral) of the terms of any Specially Serviced Mortgage Loan,    
including any modification, waiver or amendment to (i) reduce the amounts owing 
under any Specially Serviced Mortgage Loan by forgiving principal, accrued      
interest and/or any Prepayment Premium, (ii) reduce the amount of the Scheduled 
Payment on any Specially Serviced Mortgage Loan, including by way of a reduction
in the related Mortgage Rate, (iii) forbear in the enforcement of any right     
granted under any Mortgage Note or Mortgage relating to a Specially Serviced    
Mortgage Loan, (iv) extend the Maturity Date of any Specially Serviced Mortgage 
Loan and/or (v) accept a principal prepayment on any Specially Serviced Mortgage
Loan during any period during which voluntary Principal Prepayments are         
prohibited, provided, in the case of any such modification, waiver or amendment,
that (A) the related Mortgagor is in default with respect to the Specially      
Serviced Mortgage Loan or, in the reasonable judgment of the Special Servicer,  
such default is reasonably foreseeable, (B) in the reasonable judgment of the   
Special Servicer, such modification, waiver or amendment would result in a      
recovery that would equal or exceed the recovery, from liquidation, on the      
Specially Serviced Mortgage Loan to Certificateholders, the holder of the       
related Serviced Companion Mortgage Loan and the holder of the related B Note   
(as a collective whole) on a net present value basis (the relevant discounting  
of amounts that will be distributable to Certificateholders, the holder of the  
related Serviced Companion Mortgage Loan and the holder of the related B Note   
(as a collective whole) to be performed at the related Mortgage Rate or such    
other                                                                           

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discount rate reasonably assigned by the Special Servicer in accordance with the
Servicing Standard that is no less than the Mortgage Rate (or, in the case of an
A/B Mortgage Loan, such discounting to be performed at a rate no less than the  
weighted average of the Mortgage Rate and the stated mortgage rate on the B     
Note)), (C) such modification, waiver or amendment would not cause an Adverse   
REMIC Event (including with respect to any securities evidencing interests in   
any A Note or any B Note) to occur or adversely affect the tax status of the B  
Note Trust, and (D) if notice to the Operating Adviser of such modification,    
waiver or amendment is required pursuant to Section 9.39, the Special Servicer  
has made such notice. The Special Servicer, with respect to any B Note and any  
Serviced Companion Mortgage Loan that is a Specially Serviced Mortgage Loan,    
shall notify the holder of the B Note and the Serviced Companion Mortgage Loan, 
as applicable, of any modification of the monthly payments of an A/B Mortgage   
Loan or a Loan Pair, as the case may be, and such monthly payments shall be     
allocated in accordance with the related Intercreditor Agreement or Loan Pair   
Intercreditor Agreement, as applicable.                                         

             In no event, however, shall the Special Servicer (i) extend the
Maturity Date of a Specially Serviced Mortgage Loan beyond a date that is two   
years prior to the Rated Final Distribution Date or, in the case of an ARD Loan,
five years prior to the Rated Final Distribution Date or (ii) if the Specially  
Serviced Mortgage Loan is secured by a ground lease, extend the Maturity Date of
such Specially Serviced Mortgage Loan unless the Special Servicer gives due     
consideration to the remaining term of such ground lease. The Special Servicer  
shall not extend the Maturity Date of any Mortgage Loan secured by a Mortgaged  
Property covered by a group secured creditor impaired property environmental    
insurance policy for more than five years beyond such Mortgage Loan's Maturity  
Date unless a new Phase I Environmental Report indicates that there is no       
environmental condition or the Mortgagor obtains, at its expense, an extension  
of such policy on the same terms and conditions to cover the period through five
years past the extended Maturity Date, provided that, if such Mortgage Loan is  
secured by a ground lease, the Special Servicer shall give due consideration to 
the remaining term of the ground lease.                                         

              The determination of the Special Servicer contemplated by clause
(B) of the proviso to the first paragraph of this Section 9.5(c) shall be       
evidenced by an Officer's Certificate certifying the information in the proviso 
to the first paragraph under this subsection (c).                               

       (d) In the event the Special Servicer intends to permit a
Mortgagor to substitute collateral for all or any portion of a Mortgaged        
Property pursuant to Section 9.5(c) or pledge additional collateral for the     
Mortgage Loan pursuant to Section 9.5(c), if the security interest of the Trust,
the holder of any Serviced Companion Mortgage Loan or the holder of any B Note  
in such collateral would be perfected by possession, or if such collateral      
requires special care or protection, then prior to agreeing to such substitution
or addition of collateral, the Special Servicer shall make arrangements for such
possession, care or protection, and prior to agreeing to such substitution or   
addition of collateral (or such arrangement for possession, care or protection) 
shall obtain the prior written consent of the Trustee with respect thereto      
(which consent shall not be unreasonably withheld, delayed or conditioned);     
provided, however, that the Trustee shall not be required (but has the option)  
to consent to any substitution or addition of collateral or to hold any such    
collateral which will require the Trustee to undertake any additional duties or 
obligations or incur any additional expense. Notwithstanding the foregoing, the 
Special Servicer will not permit a Mortgagor to substitute collateral for any   
portion of the Mortgaged Property pursuant to Section 9.5(c) unless it shall    
have received a Rating Agency Confirmation in connection therewith, the costs of
which to be payable by the related Mortgagor to the extent                      

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provided for in the Mortgage Loan documents. If the Mortgagor is not required to
pay for the Rating Agency Confirmation, then such expense will be paid by the   
Trust. The parties hereto acknowledge that if the Trust incurs any Additional   
Trust Expense associated solely with the release of collateral that is not      
required to be paid by a Mortgagor pursuant to the related Mortgage Loan        
documents (and such Additional Trust Expense is not paid by the Mortgagor),     
including, but not limited to, rating agency fees, then the sole obligation of  
the related Seller shall be to pay an amount equal to such expense to the extent
the related Mortgagor is not required to pay them. Promptly upon receipt of     
notice of such unpaid expense, regarding a Specially Serviced Mortgage Loan, the
Special Servicer shall request the related Seller to make such payment by       
deposit to the Certificate Account.                                             

          (e) The Special Servicer will promptly deliver to the Master
Servicer, the Operating Adviser, the Trustee, the Paying Agent, the Rating      
Agencies (and, solely with respect to an A/B Mortgage Loan, the related B Note  
Holder) a notice, specifying any assignments and assumptions, modifications,    
waivers or amendments executed pursuant to this Section 9.5, such notice        
identifying the affected Specially Serviced Mortgage Loan. Such notice shall set
forth the reasons for such waiver, modification, or amendment (including, but   
not limited to, information such as related income and expense statements, rent 
rolls, occupancy status, property inspections, and an internal or external      
appraisal performed in accordance with MAI standards and methodologies (and, if 
done externally, the cost of such appraisal shall be recoverable as a Servicing 
Advance subject to the provisions of Section 4.4 hereof)). The Special Servicer 
shall also deliver to the Trustee (or the Custodian), for deposit in the related
Mortgage File, an original counterpart of the agreement relating to such        
modification, waiver or amendment promptly following the execution thereof.     

            (f) No fee described in this Section shall be collected by the
Special Servicer from the Mortgagor (or on behalf of the Mortgagor) in          
conjunction with any consent or any modification, waiver or amendment of the    
Mortgage Loan if the collection of such fee would cause such consent,           
modification, waiver or amendment to be a "significant modification" of the     
Mortgage Note within the meaning of Treasury Regulation Section 1.860G-2(b).    
Subject to the foregoing, the Special Servicer shall use its reasonable efforts,
in accordance with the Servicing Standard, to collect any modification fees and 
other expenses connected with a permitted modification of a Mortgage Loan from  
the Mortgagor. The inability of the Mortgagor to pay any costs and expenses of a
proposed modification shall not impair the right of the Special Servicer, the   
Master Servicer or the Trustee to be reimbursed by the Trust for such expenses  
(including any cost and expense associated with the Opinion of Counsel referred 
to in this Section).                                                            

               (g) The Special Servicer shall cooperate with the Master Servicer
(as provided in Section 8.7) in connection with assignments and assumptions of  
Mortgage Loans that are not Specially Serviced Mortgage Loans, and shall be     
entitled to receive 50% of any assumption fee paid by the related Mortgagor in  
connection with an assignment and assumption executed pursuant to Section 8.7(a)
and 50% of any assumption fee paid by the related Mortgagor in connection with  
an assignment and assumption executed pursuant to Section 8.7(b). The Special   
Servicer shall be entitled to 100% of any assumption fee received in connection 
with a Specially Serviced Mortgage Loan.                                        

          (h) Notwithstanding anything herein to the contrary, (i) the
Special Servicer shall not have any right or obligation to consult with or to   
seek and/or obtain consent or approval                                          

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from the Operating Adviser prior to acting, and provisions of this Agreement    
requiring such shall be of no effect, if the Operating Adviser resigns or is    
removed, during the period following such resignation or removal until a        
replacement is elected and (ii) no advice, direction or objection from or by the
Operating Adviser, as contemplated by this Agreement, may (and the Special      
Servicer shall ignore and act without regard to any such advice, direction or   
objection that the Special Servicer has determined, in its reasonable good faith
judgment would) (A) require or cause the Special Servicer to violate applicable 
law, the terms of any Mortgage Loan, any provision of this Agreement or the     
REMIC Provisions, including the Special Servicer's obligation to act in         
accordance with the Servicing Standard, (B) result in an Adverse REMIC Event    
with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to
the Grantor Trust Pool, (C) expose the Trust, the Depositor, the Master         
Servicer, the Special Servicer, the Paying Agent or the Trustee, or any of their
respective Affiliates, officers, directors, employees or agents, to any material
claim, suit or liability, or (D) materially expand the scope of the Special     
Servicer's responsibilities under this Agreement. In addition, the parties      
hereto acknowledge that with respect to any A/B Mortgage Loan, the rights and   
powers granted to the Operating Adviser under this Agreement in respect of that 
Mortgage Loan shall be limited to the extent set forth in Section 9.37(g).      

                    (i) If any Specially Serviced Mortgage Loan which contains a
provision in the nature of a "due-on-encumbrance" clause, which by its terms:   

                 (i) provides that such Mortgage Loan shall (or may at the
mortgagee's option) become due and payable upon the creation of any additional  
lien or other encumbrance on the related Mortgaged Property or a lien on an     
ownership interest in the Mortgagor; or                                         

                  (ii) requires the consent of the mortgagee to the creation
of any such additional lien or other encumbrance on the related Mortgaged       
Property or a lien on an ownership interest in the Mortgagor,                   

then, for so long as such Mortgage Loan is included in the Trust, the Special   
Servicer, on behalf of the Trustee as the mortgagee of record, shall exercise   
(or, subject to Section 9.5, waive its right to exercise) any right it may have 
with respect to such Mortgage Loan (x) to accelerate the payments thereon, or   
(y) to withhold its consent to the creation of any such additional lien or other
encumbrance, in a manner consistent with the Servicing Standard. Prior to       
waiving the effect of such provision with respect to a Mortgage Loan, the       
Special Servicer shall obtain Rating Agency Confirmation regarding such waiver; 
provided, however, that such Rating Agency Confirmation shall only be required  
if the applicable Mortgage Loan (x) represents 2% or more of the Principal      
Balance of all of the Mortgage Loans held by the Trust, has a Principal Balance 
of more than $20,000,000 or is one of the 10 largest Mortgage Loans based on    
Principal Balance or (y) has a Loan-to-Value Ratio (which includes the          
indebtedness to be secured by such additional lien or other encumbrance and any 
other loans secured by the related Mortgaged Property or interests in the       
related Mortgagor) that is greater than or equal to 85% or a Debt Service       
Coverage Ratio (which includes debt service on the indebtedness to be secured by
such additional lien or other encumbrance and any other loans secured by the    
related Mortgaged Property or interests in the related Mortgagor) that is less  
than 1.2x.                                                                      

Section 9.6 Release of Mortgage Files.            

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             (a) Upon becoming aware of the payment in full of any Specially
Serviced Mortgage Loan, or the receipt by the Special Servicer of a notification
that payment in full will be escrowed in a manner customary for such purposes,  
or the complete defeasance of a Mortgage Loan, the Special Servicer will        
immediately notify the Master Servicer. The Special Servicer shall determine, in
accordance with the Servicing Standard, whether an instrument of satisfaction   
shall be delivered and, if the Special Servicer determines that such instrument 
should be delivered, the Special Servicer shall deliver written approval of such
delivery to the Master Servicer.                                                

           (b) From time to time and as appropriate for the servicing or
foreclosure of any Specially Serviced Mortgage Loan or the management of the    
related REO Property and in accordance with the Servicing Standard, the Trustee 
shall execute or cause to be executed such documents as shall be prepared and   
furnished to the Trustee by a Special Servicing Officer (in form reasonably     
acceptable to the Trustee) and as are necessary for such purposes. The Trustee  
or Custodian shall, upon request of the Special Servicer and delivery to the    
Trustee or Custodian of a request for release signed by a Special Servicing     
Officer substantially in the form of Exhibit C, release the related Mortgage    
File to the Special Servicer. After the transfer of servicing with respect to   
any Specially Serviced Mortgage Loan to the Special Servicer, in accordance with
the Servicing Standard, the Master Servicer shall notify, in writing, the       
Mortgagor under each Specially Serviced Mortgage Loan transferred to the Special
Servicer, of such transfer.                                                     

             (c) The Special Servicer shall send notification in writing, to
the Master Servicer to request any documents and instruments in the possession  
of the Master Servicer related to any Specially Serviced Mortgage Loan.         

               (d) The Special Servicer shall, with respect to any Rehabilitated
Mortgage Loan, release to the Master Servicer all documents and instruments in  
the possession of the Special Servicer related to such Rehabilitated Mortgage   
Loan. Prior to the transfer of servicing with respect to any Rehabilitated      
Mortgage Loan to the Master Servicer in accordance with the Servicing Standard, 
the Special Servicer shall notify, in writing, each Mortgagor under such        
Rehabilitated Mortgage Loan of such transfer.                                   

               Section 9.7 Documents, Records and Funds in Possession of Special
Servicer To Be Held for the Trustee.                                            

       (a) The Special Servicer shall transmit to the Trustee or
Custodian such documents and instruments coming into the possession of the      
Special Servicer as from time to time are required by the terms hereof to be    
delivered to the Trustee. Any funds received by the Special Servicer in respect 
of any Specially Serviced Mortgage Loan or any REO Property or which otherwise  
are collected by the Special Servicer as Liquidation Proceeds, Condemnation     
Proceeds or Insurance Proceeds in respect of any Specially Serviced Mortgage    
Loan or any REO Property shall be transmitted to the Master Servicer within one 
Business Day of receipt to the Certificate Account, except that if such amounts 
relate to REO Income, they shall be deposited in the REO Account. The Special   
Servicer shall provide access to information and documentation regarding the    
Specially Serviced Mortgage Loans to the Trustee, the Master Servicer, the      
Paying Agent, the Operating Adviser and their respective agents and accountants 
at any time upon reasonable written request and during normal business hours,   
provided that the Special Servicer shall not be required to take any action or  
provide any information that the Special Servicer                               

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determines will result in any material cost or expense to which it is not       
entitled to reimbursement hereunder or will result in any material liability for
which it is not indemnified hereunder; provided further that the Trustee and the
Paying Agent shall be entitled to receive from the Special Servicer all such    
information as the Trustee and the Paying Agent shall reasonably require to     
perform their respective duties hereunder. In fulfilling such a request, the    
Special Servicer shall not be responsible for determining whether such          
information is sufficient for the Trustee's, the Master Servicer's, the Paying  
Agent's or the Operating Adviser's purposes.                                    

         (b) The Special Servicer hereby acknowledges that the Trust
(and/or the holder of the related B Note, if an A/B Mortgage Loan is involved   
and/or the holder of the related Serviced Companion Mortgage Loan, if a Loan    
Pair is involved) owns the Specially Serviced Mortgage Loans and all Mortgage   
Files representing such Specially Serviced Mortgage Loans and all funds now or  
hereafter held by, or under the control of, the Special Servicer that are       
collected by the Special Servicer in connection with the Specially Serviced     
Mortgage Loans (but excluding any Special Servicer Compensation and all other   
amounts to which the Special Servicer is entitled hereunder); and the Special   
Servicer agrees that all documents or instruments constituting part of the      
Mortgage Files, and such funds relating to the Specially Serviced Mortgage Loans
which come into the possession or custody of, or which are subject to the       
control of, the Special Servicer, shall be held by the Special Servicer for and 
on behalf of the Trust (or the holder of the related B Note, if an A/B Mortgage 
Loan is involved or the holder of the related Serviced Companion Mortgage Loan, 
if a Loan Pair is involved).                                                    

            (c) The Special Servicer also agrees that it shall not create,
incur or subject any Specially Serviced Mortgage Loans, or any funds that are   
required to be deposited in any REO Account to any claim, lien, security        
interest, judgment, levy, writ of attachment or other encumbrance, nor assert by
legal action or otherwise any claim or right of setoff against any Specially    
Serviced Mortgage Loan or any funds, collected on, or in connection with, a     
Specially Serviced Mortgage Loan.                                               

          Section 9.8 Representations, Warranties and Covenants of the
Special Servicer.                                                               

            (a) The Special Servicer hereby represents and warrants to and
covenants with the Trustee, as of the Closing Date:                             

                    (i) the Special Servicer is duly organized, validly existing
and in good standing as a corporation under the laws of the State of Delaware,  
and shall be in compliance with the laws of each State in which any Mortgaged   
Property (including any REO Property) which is, or is related to a Specially    
Serviced Mortgage Loan is located to the extent necessary to perform its        
obligations under this Agreement, except where the failure to so qualify or     
comply would not adversely affect the Special Servicer's ability to perform its 
obligations hereunder in accordance with the terms of this Agreement;           

                  (ii) the Special Servicer has the full power and authority
to execute, deliver, perform, and to enter into and consummate all transactions 
and obligations contemplated by this Agreement. The Special Servicer has duly   
and validly authorized the execution, delivery and performance by it of this    
Agreement and this Agreement has been duly executed and delivered by the Special
Servicer; and this Agreement, assuming the due authorization, execution         

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and delivery thereof by the Depositor, the Trustee, the Paying Agent and the    
Master Servicer, evidences the valid and binding obligation of the Special      
Servicer enforceable against the Special Servicer in accordance with its terms  
subject, as to enforcement of remedies, to applicable bankruptcy,               
reorganization, insolvency, moratorium, receivership and other similar laws     
affecting creditors' rights generally as from time to time in effect, and to    
general principles of equity (regardless of whether such enforceability is      
considered in a proceeding in equity or at law);                                

                 (iii) the execution and delivery of this Agreement by the
Special Servicer, the consummation by the Special Servicer of the transactions  
contemplated hereby, and the fulfillment of or compliance by the Special        
Servicer with the terms and conditions of this Agreement will not (1) result in 
a breach of any term or provision of its charter or by-laws or (2) conflict     
with, result in a breach, violation or acceleration of, or result in a default  
under, the terms of any other material agreement or instrument to which it is a 
party or by which it may be bound, or any law, governmental rule, regulation, or
judgment, decree or order applicable to it of any court, regulatory body,       
administrative agency or governmental body having jurisdiction over it, which   
materially and adversely affects its ability to perform its obligations under   
this Agreement;                                                                 

                    (iv) no litigation is pending or, to the best of the Special
Servicer's knowledge, threatened, against it, the outcome of which, in the      
Special Servicer's reasonable judgment, could reasonably be expected to         
materially and adversely affect the execution, delivery or enforceability of    
this Agreement or its ability to service the Mortgage Loans or to perform any of
its other obligations hereunder in accordance with the terms hereof; and        

               (v) no consent, approval, authorization or order of any
court or governmental agency or body is required for the execution, delivery and
performance by it of, or compliance by it with, this Agreement, or the          
consummation of the transactions contemplated hereby, or if any such consent,   
approval, authorization or order is required, it has obtained the same or will  
obtain the same prior to the time necessary to perform its obligations under    
this Agreement, and, except to the extent in the case of performance, that its  
failure to be qualified as a foreign corporation or licensed in one or more     
states is not necessary for the performance by it of its obligations hereunder. 

              (b) It is understood that the representations and warranties set
forth in this Section 9.8 shall survive the execution and delivery of this      
Agreement.                                                                      

              (c) Any cause of action against the Special Servicer arising out
of the breach of any representations and warranties made in this Section shall  
accrue upon the giving of written notice to the Special Servicer by any of the  
Trustee, the Master Servicer or the Paying Agent. The Special Servicer shall    
give prompt notice to the Trustee or the Paying Agent, the Depositor, the       
Operating Adviser and the Master Servicer of the occurrence, or the failure to  
occur, of any event that, with notice, or the passage of time or both, would    
cause any representation or warranty in this Section to be untrue or inaccurate 
in any respect.                                                                 

          Section 9.9 Standard Hazard, Flood and Comprehensive General
Liability Insurance Policies.                                                   

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               (a) For all REO Properties (other than REO Properties relating to
Non-Serviced Mortgage Loans), the Special Servicer shall use reasonable efforts,
consistent with the Servicing Standard, to maintain with a Qualified Insurer (A)
a Standard Hazard Insurance Policy (that, if the terms of the related Mortgage  
Loan documents and the related Mortgage so require, contains no exclusion as to 
any Act or Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 
2002) which does not provide for reduction due to depreciation in an amount     
which is not less than the full replacement cost of the improvements of such REO
Property or in an amount not less than the unpaid Principal Balance plus all    
unpaid interest and the cumulative amount of Servicing Advances (plus Advance   
Interest) made with respect to such Mortgage Loan, any related B Note and       
Serviced Companion Mortgage Loan, whichever is less, but, in any event, in an   
amount sufficient to avoid the application of any co-insurance clause and (B)   
any other insurance coverage for such REO Property which the related Mortgagor  
was required to maintain for the related Mortgaged Property under the related   
Mortgage, subject, as to earthquake insurance, to the second sentence following 
this sentence. If the improvements to the Mortgaged Property are in an area     
identified in the Federal Register by the Federal Emergency Management Agency as
having special flood hazards (and flood insurance has been made available), the 
Special Servicer shall maintain a flood insurance policy meeting the            
requirements of the current guidelines of the Federal Insurance Administration  
in an amount representing coverage equal to the lesser of the then outstanding  
Principal Balance of the Specially Serviced Mortgage Loan and unpaid Advances   
(plus Advance Interest) and the maximum insurance coverage required under such  
current guidelines. It is understood and agreed that the Special Servicer has no
obligation to obtain earthquake or other additional insurance on REO Property,  
except as required by law or, with respect to insurance other than earthquake   
insurance, as set forth in clause (B) of the first sentence of this Section     
9.9(a) and, nevertheless, at its sole option and at the Trust's expense, it (if 
required at origination and is available at commercially reasonable rates) may  
obtain such earthquake insurance. The Special Servicer shall use its reasonable 
efforts, consistent with the Servicing Standard, to obtain a comprehensive      
general liability insurance policy for all REO Properties. The Special Servicer 
shall, to the extent available at commercially reasonable rates (as determined  
by the Special Servicer in accordance with the Servicing Standard) and to the   
extent consistent with the Servicing Standard, use its reasonable efforts to    
maintain a Rent Loss Policy covering revenues for a period of at least twelve   
months and a comprehensive general liability policy with coverage comparable to 
prudent lending requirements in an amount not less than $1 million per          
occurrence. All applicable policies required to be maintained by the Special    
Servicer pursuant to this Section 9.9(a) shall name the Trustee as loss payee   
and be endorsed with a standard mortgagee clause. The costs of such insurance   
shall be a Servicing Advance, subject to the provisions of Section 4.4 hereof.  

         (b) Any amounts collected by the Special Servicer under any
insurance policies maintained pursuant to this Section 9.9 (other than amounts  
to be applied to the restoration or repair of the REO Property) shall be        
deposited into the applicable REO Account. Any cost incurred in maintaining the 
insurance required hereby for any REO Property shall be a Servicing Advance,    
subject to the provisions of Section 4.4 hereof.                                

              (c) Notwithstanding the above, the Special Servicer shall not be
required in any event to maintain or obtain insurance coverage beyond what is   
reasonably available at a cost customarily acceptable and consistent with the   
Servicing Standard; provided that, the Special Servicer will be required to     
maintain insurance against property damages resulting from terrorism or similar 
acts if the terms of the related Mortgage Loan documents so require unless      

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the Special Servicer determines that (i) such insurance is not available at any 
rate or (ii) such insurance is not available at commercially reasonable rates   
and such hazards are not at the time commonly insured against for properties    
similar to the related Mortgaged Property and located in or around the region in
which such related Mortgaged Property is located. The Special Servicer shall    
notify the Trustee of any such determination.                                   

           (d) The Special Servicer shall conclusively be deemed to have
satisfied its obligations as set forth in this Section 9.9 either (i) if the    
Special Servicer shall have obtained and maintained a master force placed or    
blanket insurance policy insuring against hazard losses on all of the applicable
Mortgage Loans, any Serviced Companion Mortgage Loan and any B Note serviced by 
it, it being understood and agreed that such policy may contain a deductible    
clause on terms substantially equivalent to those commercially available and    
maintained by comparable servicers consistent with the Servicing Standard, and  
provided that such policy is issued by a Qualified Insurer with a minimum claims
paying ability rating of at least "A" by Fitch, "A" by S&P and "A(low)" by DBRS 
(or, if not rated by DBRS, an equivalent rating (such as those listed above for 
Fitch and S&P) by at least two nationally recognized statistical rating         
organizations), or otherwise approved by the Rating Agencies or (ii) if the     
Special Servicer, provided that the rating of such Person's long-term debt is   
not less than "A" by Fitch, "A" by S&P and "A(low)" by DBRS (or, if not rated by
DBRS, an equivalent rating (such as those listed above for Fitch and S&P) by at 
least two nationally recognized statistical rating organizations), self-insures 
for its obligations as set forth in the first paragraph of this Section 9.9. In 
the event that the Special Servicer shall cause any Mortgage Loan, Serviced     
Companion Mortgage Loan and B Note to be covered by such a master force placed  
or blanket insurance policy, the incremental cost of such insurance allocable to
such Mortgage Loan, Serviced Companion Mortgage Loan and B Note (i.e., other    
than any minimum or standby premium payable for such policy whether or not any  
Mortgage Loan is then covered thereby), if not borne by the related Mortgagor,  
shall be paid by the Special Servicer as a Servicing Advance, subject to the    
provisions of Section 4.4 hereof. If such policy contains a deductible clause,  
the Special Servicer shall, if there shall not have been maintained on the      
related Mortgaged Property a policy complying with this Section 9.9 and there   
shall have been a loss that would have been covered by such policy, deposit in  
the Certificate Account the amount not otherwise payable under such master force
placed or blanket insurance policy because of such deductible clause to the     
extent that such deductible exceeds (i) the deductible under the related        
Mortgage Loan, A/B Mortgage Loan or Serviced Companion Mortgage Loan or (ii) if 
there is no deductible limitation required under the Mortgage Loan, A/B Mortgage
Loan or Serviced Companion Mortgage Loan, the deductible amount with respect to 
insurance policies generally available on properties similar to the related     
Mortgaged Property which is consistent with the Servicing Standard, and deliver 
to the Trustee an Officer's Certificate describing the calculation of such      
amount. In connection with its activities as administrator and servicer of the  
Mortgage Loans, any Serviced Companion Mortgage Loan and any B Note, the Special
Servicer agrees to present, on its behalf and on behalf of the Trustee, claims  
under any such master force placed or blanket insurance policy.                 

            Section 9.10 Presentment of Claims and Collection of Proceeds.
The Special Servicer will prepare and present or cause to be prepared and       
presented on behalf of the Trustee all claims under the Insurance Policies with 
respect to REO Property, and take such actions (including the negotiation,      
settlement, compromise or enforcement of the insured's claim) as shall be       
necessary to recover under such policies. Any proceeds disbursed to the Special 
Servicer in respect of such policies shall be promptly remitted to the          
Certificate Account, upon                                                       

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receipt, except for any amounts realized that are to be applied to the repair or
restoration of the applicable REO Property in accordance with the Servicing     
Standard. Any extraordinary expenses (but not ordinary and routine or           
anticipated expenses) incurred by the Special Servicer in fulfilling its        
obligations under this Section 9.10 shall be paid by the Trust.                 

Section 9.11 Compensation to the Special Servicer.

           (a) As compensation for its activities hereunder, the Special
Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the           
Liquidation Fee and (iii) the Work-Out Fee. Such amounts, if any, collected by  
the Special Servicer from the related Mortgagor shall be transferred by the     
Special Servicer to the Master Servicer within one Business Day of receipt      
thereof, and deposited by the Master Servicer in the Certificate Account. The   
Special Servicer shall be entitled to receive a Liquidation Fee from the        
Liquidation Proceeds received in connection with a Specially Serviced Mortgage  
Loan or REO Property. With respect to each REO Mortgage Loan that is a successor
to a Mortgage Loan secured by two or more Mortgaged Properties, the reference to
"REO Property" in the preceding sentence shall be construed on a                
property-by-property basis to refer separately to the acquired real property    
that is a successor to each of such Mortgaged Properties, thereby entitling the 
Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in 
connection with a final disposition of, and Condemnation Proceeds received in   
connection with, each such acquired property as the Liquidation Proceeds related
to that property are received. The Special Servicer shall also be entitled to   
additional special servicing compensation of an amount equal to the excess, if  
any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans     
which are Specially Serviced Mortgage Loans which have received voluntary       
Principal Prepayments not from Liquidation Proceeds or from modifications of    
Specially Serviced Mortgage Loans for each Distribution Date over the aggregate 
Prepayment Interest Shortfalls for such Mortgage Loans for such Distribution    
Date. If the Special Servicer resigns or is terminated for any reason, it shall 
retain the right to receive any Work-Out Fees payable on Mortgage Loans that    
became Rehabilitated Mortgage Loans while it acted as Special Servicer and      
remained Rehabilitated Mortgage Loans at the time of such resignation or        
termination for so long as such Mortgage Loan remains a Rehabilitated Mortgage  
Loan.                                                                           

            (b) The Special Servicer shall be entitled to cause the Master
Servicer to withdraw (i) from the Certificate Account, the Special Servicer     
Compensation in respect of each Mortgage Loan (but not a B Note), (ii) from any 
Serviced Companion Mortgage Loan Custodial Account, the Special Servicer        
Compensation to the extent related solely to the related Serviced Companion     
Mortgage Loan and (iii) from any A/B Loan Custodial Account, the Special        
Servicer Compensation to the extent related solely to the related B Note, in the
time and manner set forth in Section 5.2 of this Agreement. The Special Servicer
shall be required to pay all expenses incurred by it in connection with its     
servicing activities hereunder and shall not be entitled to reimbursement       
therefor except as expressly provided in this Agreement.                        

             (c) Additional Special Servicer Compensation in the form of net
interest or income on any REO Account, assumption fees, extension fees,         
servicing fees, Modification Fees, forbearance fees, Late Fees and default      
interest (net of amounts used to pay Advance Interest) or other usual and       
customary charges and fees actually received from the Mortgagor in connection   
with any Specially Serviced Mortgage Loan shall be retained by the Special      
Servicer, to the extent not required to be deposited in the Certificate Account 
pursuant to the terms of this                                                   

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Agreement (other than any such fees payable in connection with any Non-Serviced 
Mortgage Loan). The Special Servicer shall also be permitted to receive 50% of  
all assumption fees collected with respect to Mortgage Loans that are not       
Specially Serviced Mortgage Loans as provided in Section 8.7(a) and 8.7(b) and  
100% of all assumption fees collected with respect to Mortgage Loans that are   
Specially Serviced Mortgage Loans as provided in Section 9.5(a) (other than any 
such fees payable in connection with any Non-Serviced Mortgage Loan). To the    
extent any component of Special Servicer Compensation is in respect of amounts  
usually and customarily paid by Mortgagors, the Special Servicer shall use      
reasonable good faith efforts to collect such amounts from the related          
Mortgagor, and to the extent so collected, in full or in part, the Special      
Servicer shall not be entitled to compensation for the portion so collected     
therefor hereunder out of the Trust.                                            

     Section 9.12 Realization Upon Defaulted Mortgage Loans.

        (a) The Special Servicer, in accordance with the Servicing
Standard and subject to Section 9.4(a) and Section 9.36, shall use its          
reasonable efforts to foreclose upon, repossess or otherwise comparably convert 
the ownership of Mortgaged Properties securing such of the Specially Serviced   
Mortgage Loans as come into and continue in default and as to which no          
satisfactory arrangements can be made for collection of delinquent payments of  
such Mortgage Loan, the sale of such Mortgage Loan in accordance with this      
Agreement or the modification of such Mortgage Loan in accordance with this     
Agreement. In connection with such foreclosure or other conversion of ownership,
the Special Servicer shall follow the Servicing Standard. The foregoing is      
subject to the proviso that the Special Servicer shall not request that the     
Master Servicer make a Servicing Advance for Liquidation Expenses that would be 
a Nonrecoverable Advance unless the Special Servicer determines that such       
Servicing Advance is in the best interest of the Certificateholders (and in the 
case of any A/B Mortgage Loan, the holder of the related B Note and the Trust as
a collective whole and in the case of any Loan Pair, the holder of the related  
Serviced Companion Mortgage Loan and the Trust as a collective whole).          

              (b) The Special Servicer shall not acquire any personal property
relating to any Specially Serviced Mortgage Loan pursuant hereto unless either: 

                 (i) such personal property is incidental to real property
(within the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or                                                                    

       (ii) the Special Servicer shall have received a
Nondisqualification Opinion (the cost of which shall be reimbursed by the Trust)
to the effect that the holding of such personal property by any REMIC Pool will 
not cause the imposition of a tax on any REMIC Pool under the Code or cause any 
REMIC Pool to fail to qualify as a REMIC.                                       

             (c) Notwithstanding anything to the contrary in this Agreement,
the Special Servicer shall not, on behalf of the Trust, obtain title to a       
Mortgaged Property as a result of or in lieu of foreclosure or otherwise, and   
shall not otherwise acquire possession of, or take any other action with respect
to, any Mortgaged Property, if, as a result of any such action the Trust, or any
trust that holds a Serviced Companion Mortgage Loan would be considered to hold 
title to, to be a "mortgagee-in-possession" of, or to be an "owner" or          
"operator" of such Mortgaged Property within the meaning of CERCLA, or any      
applicable comparable federal, state or local law, or a                         

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"discharger" or "responsible party" thereunder, unless the Special Servicer has 
also previously determined in accordance with the Servicing Standard, based on a
Phase I Environmental Report prepared by a Person (who may be an employee or    
affiliate of the Master Servicer or the Special Servicer) who regularly conducts
environmental site assessments in accordance with the standards of FNMA in the  
case of multi-family mortgage loans and customary servicing practices in the    
case of commercial loans for environmental assessments, which report shall be   
delivered to the Trustee, that:                                                 

                    (i) such Mortgaged Property is in compliance with applicable
Environmental Laws or, if not, after consultation with an environmental expert  
that taking such actions as are necessary to bring the Mortgaged Property in    
compliance therewith is reasonably likely to produce a greater recovery on a net
present value basis than not taking such actions;                               

              (ii) taking such actions as are necessary to bring the
Mortgaged Property in compliance with applicable Environmental Laws is          
reasonably likely to produce a greater recovery on a net present value basis    
than pursuing a claim under the Environmental Insurance Policy; and             

                 (iii) there are no circumstances or conditions present or
threatened at such Mortgaged Property relating to the use, management, disposal 
or release of any hazardous substances, hazardous materials, hazardous wastes,  
or petroleum-based materials for which investigation, testing, monitoring,      
removal, clean-up or remediation could be required under any federal, state or  
local law or regulation, or that, if any such materials are present for which   
such action could be required, after consultation with an environmental expert  
taking such actions with respect to the affected Mortgaged Property is          
reasonably likely to produce a greater recovery on a net present value basis    
than not taking such actions (after taking into account the projected costs of  
such actions); provided, however, that such compliance pursuant to clause (i)   
and (ii) above or the taking of such action pursuant to this clause (iii) shall 
only be required to the extent that the cost thereof is a Servicing Advance of  
the Master Servicer or the Special Servicer pursuant to this Agreement, subject 
to the provisions of Section 4.4 hereof.                                        

              (d) The cost of the Phase I Environmental Report contemplated by
Section 9.12(c) may be treated as a Liquidation Expense, or in the event the    
related Specially Serviced Mortgage Loan is not liquidated and a Final Recovery 
Determination has been made with respect to such Specially Serviced Mortgage    
Loan, the Master Servicer shall treat such cost as a Servicing Advance subject  
to the provisions of Section 4.4 hereof; provided that, in the latter event, the
Special Servicer shall use its good faith reasonable business efforts to recover
such cost from the Mortgagor in connection with the curing of the default under 
the Specially Serviced Mortgage Loan.                                           

         (e) If the Special Servicer determines, pursuant to Section
9.12(c), that taking such actions as are necessary to bring any Mortgaged       
Property into compliance with applicable Environmental Laws, or taking such     
actions with respect to the containment, removal, clean-up or remediation of    
hazardous substances, hazardous materials, hazardous wastes, or petroleum-based 
materials affecting any such Mortgaged Property, is not reasonably likely to    
produce a greater recovery on a net present value basis than not taking such    
actions (after taking into account the projected costs of such actions) or than 
not pursuing a claim under the Environmental Insurance Policy, then the Special 
Servicer shall take such action as it deems to                                  

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be in the best economic interest of the Trust (and the holder of the related B  
Note if in connection with an A/B Mortgage Loan and the holder of the related   
Serviced Companion Mortgage Loan if in connection with a Loan Pair, taken as a  
collective whole), including, without limitation, releasing the lien of the     
related Mortgage. If the Special Servicer determines that a material possibility
exists that Liquidation Expenses with respect to Mortgaged Property (taking into
account the cost of bringing it into compliance with applicable Environmental   
Laws) would exceed the Principal Balance of the related Mortgage Loan, the      
Special Servicer shall not attempt to bring such Mortgaged Property into        
compliance and shall not acquire title to such Mortgaged Property unless it has 
received the written consent of the Trustee to such action.                     

            (f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of maintaining any     
action with respect to any Specially Serviced Mortgage Loan, including, without 
limitation, any action to obtain a deficiency judgment with respect to any      
Specially Serviced Mortgage Loan.                                               

            Section 9.13 Foreclosure. In the event that the Trust obtains,
through foreclosure on a Mortgage or otherwise, the right to receive title to a 
Mortgaged Property, the Special Servicer, as its agent, shall direct the        
appropriate party to deliver title to the REO Property to the Trustee or its    
nominee.                                                                        

             The Special Servicer may consult with counsel to determine when
an Acquisition Date shall be deemed to occur under the REMIC Provisions with    
respect to the Mortgaged Property, the expense of such consultation being       
treated as a Servicing Advance related to the foreclosure, subject to the       
provisions of Section 4.4 hereof. The Special Servicer, on behalf of the Trust  
(and the holder of the related B Note if in connection with an A/B Mortgage Loan
and the holder of the related Serviced Companion Mortgage Loan if in connection 
with a Loan Pair), shall sell the REO Property expeditiously, but in any event  
within the time period, and subject to the conditions, set forth in Section     
9.15. Subject to Section 9.15, the Special Servicer shall manage, conserve,     
protect and operate the REO Property for the holders of beneficial interests in 
the Trust (and the holder of the related B Note if in connection with an A/B    
Mortgage Loan and the holder of the related Serviced Companion Mortgage Loan if 
in connection with a Loan Pair) solely for the purpose of its prompt disposition
and sale.                                                                       

Section 9.14 Operation of REO Property            

         (a) The Special Servicer shall segregate and hold all funds
collected and received in connection with the operation of each REO Property    
separate and apart from its own funds and general assets and shall establish and
maintain with respect to each REO Property one or more accounts held in trust   
for the benefit of the Certificateholders (and the holder of the related B Note 
if in connection with an A/B Mortgage Loan and the holder of the related        
Serviced Companion Mortgage Loan if in connection with a Loan Pair) in the name 
of "LaSalle Bank National Association, as Trustee for the Holders of Bear       
Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through   
Certificates Series 2007-TOP26, the holder of any Serviced Companion Mortgage   
Loan and the holder of any B Note as their interests may appear [name of        
Property Account]" (each, an "REO Account"), which shall be an Eligible Account.
Amounts in any REO Account shall be invested in Eligible Investments. The       
Special Servicer shall deposit all funds received with respect to an REO        
Property in the applicable REO Account within two days of receipt. The Special  
Servicer shall account separately for funds                                     

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received or expended with respect to each REO Property. All funds in each REO   
Account may be invested only in Eligible Investments. The Special Servicer shall
notify the Trustee and the Master Servicer in writing of the location and       
account number of each REO Account and shall notify the Trustee prior to any    
subsequent change thereof.                                                      

         (b) On or before each Special Servicer Remittance Date, the
Special Servicer shall withdraw from each REO Account and deposit in the        
Certificate Account, the REO Income received or collected during the Collection 
Period immediately preceding such Special Servicer Remittance Date on or with   
respect to the related REO Properties and reinvestment income thereon; provided,
however, that (i) the Special Servicer may retain in such REO Account such      
portion of such proceeds and collections as may be necessary to maintain in the 
REO Account sufficient funds for the proper operation, management and           
maintenance of the related REO Property, including, without limitation, the     
creation of reasonable reserves for repairs, replacements, and necessary capital
improvements and other related expenses. The Special Servicer shall notify the  
Master Servicer of all such deposits (and the REO Properties to which the       
deposits relate) made into the Certificate Account and (ii) the Special Servicer
shall be entitled to withdraw from the REO Account and pay itself as additional 
Special Servicing Compensation any interest or net reinvestment income earned on
funds deposited in the REO Account. The amount of any losses incurred in respect
of any such investments shall be for the account of the Special Servicer which  
shall deposit the amount of such loss (to the extent not offset by income from  
other investments) in the REO Account, out of its own funds immediately as      
realized. If the Special Servicer deposits in any REO Account any amount not    
required to be deposited therein, it may at any time withdraw such amount from  
the REO Account, any provision herein to the contrary notwithstanding.          

           (c) If the Trust acquires the Mortgaged Property, the Special
Servicer shall have full power and authority, in consultation with the Operating
Adviser, and subject to the specific requirements and prohibitions of this      
Agreement and any applicable consultation rights of the holder of the related B 
Note relating to an A/B Mortgage Loan, to do any and all things in connection   
therewith as are consistent with the Servicing Standard, subject to the REMIC   
Provisions, and in such manner as the Special Servicer deems to be in the best  
interest of the Trust (and in the case of any A/B Mortgage Loan, the holder of  
the related B Note and the Trust as a collective whole and in the case of any   
Loan Pair, the holder of the related Serviced Companion Mortgage Loan and the   
Trust as a collective whole), and, consistent therewith, may advance from its   
own funds to pay for the following items (which amounts shall be reimbursed by  
the Master Servicer or the Trust subject to Sections 4.4 in accordance with     
Section 4.6(e)), to the extent such amounts cannot be paid from REO Income:     

                (i) all insurance premiums due and payable in respect of
such REO Property;                                                              

                (ii) all real estate taxes and assessments in respect of
such REO Property that could result or have resulted in the imposition of a lien
thereon; and                                                                    

                    (iii) all costs and expenses necessary to maintain, operate,
lease and sell such REO Property (other than capital expenditures).             

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              (d) The Special Servicer may, and to the extent necessary to (i)
preserve the status of the REO Property as "foreclosure property" under the     
REMIC Provisions or (ii) avoid the imposition of a tax on "income from          
nonpermitted assets" within the meaning of the REMIC Provisions, shall contract 
with any Independent Contractor for the operation and management of the REO     
Property, provided that:                                                        

                   (i) the terms and conditions of any such contract shall not
be inconsistent herewith;                                                       

                    (ii) the terms of such contract shall be consistent with the
provisions of Section 856 of the Code and Treasury Regulation Section           
1.856-4(b)(5);                                                                  

                (iii) only to the extent consistent with (ii) above, any
such contract shall require, or shall be administered to require, that the      
Independent Contractor (A) pay all costs and expenses incurred in connection    
with the operation and management of such Mortgaged Property underlying the REO 
Property and (B) deposit on a daily basis all amounts payable to the Trust in   
accordance with the contract between the Trust and the Independent Contractor in
an Eligible Account;                                                            

                    (iv) none of the provisions of this Section 9.14 relating to
any such contract or to actions taken through any such Independent Contractor   
shall be deemed to relieve the Special Servicer of any of its duties and        
obligations to the Trustee with respect to the operation and management of any  
such REO Property;                                                              

                (v) if the Independent Contractor is an Affiliate of the
Special Servicer, the consent of the Operating Adviser and a Nondisqualification
Opinion must be obtained; and                                                   

                 (vi) the Special Servicer shall be obligated with respect
thereto to the same extent as if it alone were performing all duties and        
obligations in connection with the operation and management of such REO         
Property.                                                                       

      The Special Servicer shall be entitled to enter into any
agreement with any Independent Contractor performing services for the Trust     
(and, if applicable, the holder of a B Note or a Serviced Companion Mortgage    
Loan) pursuant to this subsection (d) for indemnification of the Special        
Servicer by such Independent Contractor, and nothing in this Agreement shall be 
deemed to limit or modify such indemnification. All fees of the Independent     
Contractor (other than fees paid for performing services within the ordinary    
duties of a Special Servicer which shall be paid by the Special Servicer) shall 
be paid from the income derived from the REO Property. To the extent that the   
income from the REO Property is insufficient, such fees shall be advanced by the
Master Servicer or the Special Servicer as a Servicing Advance, subject to the  
provisions of Section 4.4 and Section 4.6(e) hereof.                            

            (e) Notwithstanding any other provision of this Agreement, the
Special Servicer shall not rent, lease, or otherwise earn income on behalf of   
the Trust or the beneficial owners thereof with respect to REO Property which   
might cause the REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code (without giving effect to the     
final sentence thereof) or result in the receipt by any REMIC of any "income    

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from nonpermitted assets" within the meaning of Section 860F(a)(2) of the Code  
or any "net income from foreclosure property" which is subject to tax under the 
REMIC Provisions unless (i) the Trustee and the Special Servicer have received  
an Opinion of Counsel (at the Trust's sole expense) to the effect that, under   
the REMIC Provisions and any relevant proposed legislation, any income generated
for REMIC I by the REO Property would not result in the imposition of a tax upon
REMIC I or (ii) in accordance with the Servicing Standard, the Special Servicer 
determines the income or earnings with respect to such REO Property will offset 
any tax under the REMIC Provisions relating to such income or earnings and will 
maximize the net recovery from the REO Property to the Certificateholders. The  
Special Servicer shall notify the Trustee, the Paying Agent and the Master      
Servicer of any election by it to incur such tax, and the Special Servicer (i)  
shall hold in escrow in an Eligible Account an amount equal to the tax payable  
thereby from revenues collected from the related REO Property, (ii) provide the 
Paying Agent with all information for the Paying Agent to file the necessary tax
returns in connection therewith and (iii) upon request from the Paying Agent,   
pay from such account to the Paying Agent the amount of the applicable tax. The 
Paying Agent shall file the applicable tax returns based on the information     
supplied by the Special Servicer and pay the applicable tax from the amounts    
collected by the Special Servicer.                                              

               Subject to, and without limiting the generality of the foregoing,
the Special Servicer, on behalf of the Trust, shall not:                        

                   (i) permit the Trust to enter into, renew or extend any New
Lease with respect to the REO Property, if the New Lease by its terms will give 
rise to any income that does not constitute Rents from Real Property;           

                  (ii) permit any amount to be received or accrued under any
New Lease other than amounts that will constitute Rents from Real Property;     

             (iii) authorize or permit any construction on the REO
Property, other than the completion of a building or other improvement thereon, 
and then only if more than ten percent of the construction of such building or  
other improvement was completed before default on the Mortgage Loan became      
imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or        

                (iv) Directly Operate, other than through an Independent
Contractor, or allow any other Person to Directly Operate, other than through an
Independent Contractor, the REO Property on any date more than 90 days after the
Acquisition Date; unless, in any such case, the Special Servicer has requested  
and received an Opinion of Counsel at the Trust's sole expense to the effect    
that such action will not cause such REO Property to fail to qualify as         
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code     
(without giving effect to the final sentence thereof) at any time that it is    
held by the applicable REMIC Pool, in which case the Special Servicer may take  
such actions as are specified in such Opinion of Counsel.                       

            (f) Notwithstanding any other provision of this Agreement, the
Special Servicer shall not have any obligations with respect to an REO Property 
that relates to a Mortgaged Property that secures a Non-Serviced Mortgage Loan  
and all references to the Special                                               

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Servicer's obligations in this Agreement with respect to "REO Property" shall   
exclude any such Mortgaged Property that secures a Non-Serviced Mortgage Loan.  

Section 9.15 Sale of REO Property.                

            (a) In the event that title to any REO Property is acquired by
the Trust in respect of any Specially Serviced Mortgage Loan, the deed or       
certificate of sale shall be issued to the Trust, the Trustee or to its         
nominees. The Special Servicer, after notice to the Operating Adviser, shall use
its reasonable best efforts to sell any REO Property as soon as practicable     
consistent with the objective of maximizing proceeds for all Certificateholders 
(and with respect to a Serviced Companion Mortgage Loan or a B Note, for the    
holders of such loans, as a collective whole), but in no event later than the   
end of the third calendar year following the end of the year of its acquisition,
and in any event prior to the Rated Final Distribution Date or earlier to the   
extent necessary to comply with REMIC provisions, unless (i) the Trustee, on    
behalf of the applicable REMIC Pool, has been granted an extension of time (an  
"Extension") (which extension shall be applied for at least 60 days prior to the
expiration of the period specified above) by the Internal Revenue Service to    
sell such REO Property (a copy of which shall be delivered to the Paying Agent  
upon request), in which case the Special Servicer shall continue to attempt to  
sell the REO Property for its fair market value for such period longer than the 
period specified above as such Extension permits or (ii) the Special Servicer   
seeks and subsequently receives, at the expense of the Trust, a                 
Nondisqualification Opinion, addressed to the Trustee and the Special Servicer, 
to the effect that the holding by the Trust of such REO Property subsequent to  
the period specified above after its acquisition will not result in the         
imposition of taxes on "prohibited transactions" of a REMIC, as defined in      
Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a 
REMIC at any time that any Certificates are outstanding. If the Trustee has not 
received an Extension or such Opinion of Counsel and the Special Servicer is not
able to sell such REO Property within the period specified above, or if an      
Extension has been granted and the Special Servicer is unable to sell such REO  
Property within the extended time period, the Special Servicer shall, after     
consultation with the Operating Adviser, before the end of such period or       
extended period, as the case may be, auction the REO Property to the highest    
bidder (which may be the Special Servicer) in accordance with the Servicing     
Standard; provided, however, that no Interested Person shall be permitted to    
purchase the REO Property at a price less than the Purchase Price (other than   
the Special Servicer or an affiliated entity in accordance with the next        
succeeding proviso); and provided, further that if the Special Servicer or an   
affiliated entity intends to bid on or otherwise purchase any REO Property, (i) 
the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee  
shall promptly obtain, at the expense of the Trust an Appraisal of such REO     
Property (or internal valuation in accordance with the procedures specified in  
Section 6.9) and (iii) the Special Servicer shall not bid less than the fair    
market value set forth in such Appraisal. Neither any Seller nor the Depositor  
may purchase REO Property at a price in excess of the fair market value thereof.

             (b) Within 30 days of the sale of the REO Property, the Special
Servicer shall provide to the Trustee, the Paying Agent and the Master Servicer 
(and the holder of the related B Note, if any, if in connection with an A/B     
Mortgage Loan and the holder of the related Serviced Companion Mortgage Loan, if
in connection with a Loan Pair) a statement of accounting for such REO Property,
including without limitation, (i) the Acquisition Date for the REO Property,    
(ii) the date of disposition of the REO Property, (iii) the sale price and      
related selling and other expenses, (iv) accrued interest (including interest   
deemed to have accrued) on the Specially                                        

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Serviced Mortgage Loan to which the REO Property related, calculated from the   
Acquisition Date to the disposition date, (v) final property operating          
statements, and (vi) such other information as the Trustee or the Paying Agent  
(and the holder of the related B Note, if any, if in connection with an A/B     
Mortgage Loan and the holder of the related Serviced Companion Mortgage Loan, if
in connection with a Loan Pair) may reasonably request in writing.              

            (c) The Liquidation Proceeds from the final disposition of the
REO Property shall be deposited in the Certificate Account within one Business  
Day of receipt.                                                                 

            (d) Notwithstanding any other provision of this Agreement, the
Special Servicer shall not have any obligations with respect to an REO Property 
that relates to a Mortgaged Property that secures a Non-Serviced Mortgage Loan  
and all references to the Special Servicer's obligations in this Agreement with 
respect to "REO Property" shall exclude any such Mortgaged Property that secures
a Non-Serviced Mortgage Loan.                                                   

            Section 9.16 Realization on Collateral Security. In connection
with the enforcement of the rights of the Trust to any property securing any    
Specially Serviced Mortgage Loan other than the related Mortgaged Property, the 
Special Servicer shall consult with counsel to determine how best to enforce    
such rights in a manner consistent with the REMIC Provisions and shall not,     
based on a Nondisqualification Opinion addressed to the Special Servicer and the
Trustee (the cost of which shall be an expense of the Trust) take any action    
that could result in the failure of any REMIC Pool to qualify as a REMIC while  
any Certificates are outstanding, unless such action has been approved by a vote
of 100% of each Class of Certificateholders (including the Class R-I, Class R-II
and Class R-III Certificateholders).                                            

Section 9.17 Reserved.                            

Section 9.18 Reserved.                            

Section 9.19 Reserved.                            

             Section 9.20 Merger or Consolidation. Any Person into which the
Special Servicer may be merged or consolidated, or any Person resulting from any
merger, conversion, other change in form or consolidation to which the Special  
Servicer shall be a party, or any Person succeeding to the business of the      
Special Servicer, shall be the successor of the Special Servicer hereunder,     
without the execution or filing of any paper or any further act on the part of  
any of the parties hereto; provided, however, that each of the Rating Agencies  
provides a Rating Agency Confirmation (including with respect to any securities 
rated by a Rating Agency evidencing interests in any Serviced Companion Mortgage
Loan or B Note); provided, further, that for so long as the Trust, and with     
respect to any Serviced Companion Mortgage Loan the trust in such Other         
Securitization, is subject to the reporting requirements of the Exchange Act,   
the Depositor or the depositor in such Other Securitization, as the case may be,
shall have consented thereto (which consent shall not be unreasonably withheld).
If the conditions to the proviso in the foregoing sentence are not met, the     
Trustee may terminate the Special Servicer's servicing of the Specially Serviced
Mortgage Loans pursuant hereto, such termination to be effected in the manner   
set forth in Section 9.31.                                                      

Section 9.21 Resignation of Special Servicer.     

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        (a) Except as otherwise provided in this Section 9.21, the
Special Servicer shall not resign from the obligations and duties hereby imposed
on it unless it determines that the Special Servicer's duties hereunder are no  
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such             
determination permitting the resignation of the Special Servicer shall be       
evidenced by an Opinion of Counsel to such effect delivered to the Master       
Servicer, the Operating Adviser and the Trustee. No such resignation shall      
become effective until a successor servicer designated by the Operating Adviser 
and the Trustee shall have (i) satisfied the requirements that would apply      
pursuant to Section 9.20 hereof if a merger of the Special Servicer had         
occurred, (ii) assumed the Special Servicer's responsibilities and obligations  
under this Agreement and (iii) Rating Agency Confirmation (including with       
respect to any securities rated by a Rating Agency evidencing interests in any  
Serviced Companion Mortgage Loan or B Note) shall have been obtained. Notice of 
such resignation shall be given promptly by the Special Servicer to the Master  
Servicer and the Trustee. Notwithstanding the foregoing, if the Special Servicer
shall cease to serve as such in accordance with this Section 9.21(a) and a      
successor servicer shall not have been engaged, the Trustee or an agent of the  
Trustee shall assume the duties and obligations of the Special Servicer under   
this Agreement. If the Trustee or an agent of the Trustee assumes the duties and
obligations of the Special Servicer pursuant to this Section 9.12(a), the       
Trustee or such agent shall be permitted to resign as special servicer if it has
been replaced by a successor servicer satisfying the criteria in the third      
preceding sentence above.                                                       

          (b) The Special Servicer may resign from the obligations and
duties hereby imposed on it, upon reasonable notice to the Trustee, provided    
that (i) a successor Special Servicer is (x) available, (y) reasonably          
acceptable to the Operating Adviser, the Depositor, and the Trustee, and (z)    
willing to assume the obligations, responsibilities and covenants to be         
performed hereunder by the Special Servicer on substantially the same terms and 
conditions, and for not more than equivalent compensation as that herein        
provided, (ii) the successor Special Servicer has a net worth of at least       
$15,000,000 and (iii) Rating Agency Confirmation is obtained with respect to    
such resignation, as evidenced by a letter from each Rating Agency delivered to 
the Trustee. Any costs of such resignation and of obtaining a replacement       
Special Servicer shall be borne by the Special Servicer and shall not be an     
expense of the Trust.                                                           

            (c) No such resignation under paragraph (b) above shall become
effective unless and until such successor Special Servicer enters into a        
servicing agreement with the Trustee assuming the obligations and               
responsibilities of the Special Servicer hereunder in form and substance        
reasonably satisfactory to the Trustee.                                         

               (d) Upon any resignation of the Special Servicer, it shall retain
the right to receive any and all Work-Out Fees payable in respect of Mortgage   
Loans, any Serviced Companion Mortgage Loan and any B Note that became          
Rehabilitated Mortgage Loans during the period in which it acted as Special     
Servicer and that were still Rehabilitated Mortgage Loans at the time of such   
resignation (and the successor Special Servicer shall not be entitled to any    
portion of such Work-Out Fees), in each case until such time (if any) as such   
Mortgage Loan, Serviced Companion Mortgage Loan or B Note again becomes a       
Specially Serviced Mortgage Loan or are no longer included in the Trust.        

        Section 9.22 Assignment or Delegation of Duties by Special
Servicer. The Special Servicer shall have the right without the prior written   
consent of the Trustee to                                                       

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(A) delegate or subcontract with or authorize or appoint anyone, or delegate    
certain duties to other professionals such as attorneys and appraisers, as an   
agent of the Special Servicer or Sub-Servicers (as provided in Section 9.3) to  
perform and carry out any duties, covenants or obligations to be performed and  
carried out by the Special Servicer hereunder or (B) assign and delegate all of 
its duties hereunder. In the case of any such assignment and delegation in      
accordance with the requirements of clause (A) of this Section, the Special     
Servicer shall not be released from its obligations under this Agreement. In the
case of any such assignment and delegation in accordance with the requirements  
of clause (B) of this Section, the Special Servicer shall be released from its  
obligations under this Agreement, except that the Special Servicer shall remain 
liable for all liabilities and obligations incurred by it as the Special        
Servicer hereunder prior to the satisfaction of the following conditions: (i)   
the Special Servicer gives the Depositor, the Master Servicer, the Primary      
Servicer and the Trustee notice of such assignment and delegation; (ii) such    
purchaser or transferee accepting such assignment and delegation executes and   
delivers to the Depositor and the Trustee an agreement accepting such           
assignment, which contains an assumption by such Person of the rights, powers,  
duties, responsibilities, obligations and liabilities of the Special Servicer,  
with like effect as if originally named as a party to this Agreement; (iii) the 
purchaser or transferee has a net worth in excess of $15,000,000; (iv) such     
assignment and delegation is the subject of a Rating Agency Confirmation; and   
(v) the Depositor consents to such assignment and delegation, such consent not  
to be unreasonably withheld. Notwithstanding the above, the Special Servicer may
appoint Sub-Servicers in accordance with Section 9.3 hereof.                    

              Section 9.23 Limitation on Liability of the Special Servicer and
Others.                                                                         

        (a) Neither the Special Servicer nor any of the directors,
officers, employees or agents of the Special Servicer shall be under any        
liability to the Certificateholders, the holder of any B Note, the holder of any
Serviced Companion Mortgage Loan or the Trustee for any action taken or for     
refraining from the taking of any action in good faith and using reasonable     
business judgment; provided that this provision shall not protect the Special   
Servicer or any such person against any breach of a representation or warranty  
contained herein or any liability which would otherwise be imposed by reason of 
willful misfeasance, bad faith or negligence in its performance of duties       
hereunder or by reason of negligent disregard of obligations and duties         
hereunder. The Special Servicer and any director, officer, employee or agent of 
the Special Servicer may rely in good faith on any document of any kind prima   
facie properly executed and submitted by any Person (including, without         
limitation, the information and reports delivered by or at the direction of the 
Master Servicer or any director, officer, employee or agent of the Master       
Servicer) respecting any matters arising hereunder. The Special Servicer shall  
not be under any obligation to appear in, prosecute or defend any legal action  
which is not incidental to its duties to service the Specially Serviced Mortgage
Loans in accordance with this Agreement; provided that the Special Servicer may 
in its sole discretion undertake any such action which it may reasonably deem   
necessary or desirable in order to protect the interests of the                 
Certificateholders, the holder of any B Note, the holder of any Serviced        
Companion Mortgage Loan and the Trustee in the Specially Serviced Mortgage      
Loans, or shall undertake any such action if instructed to do so by the Trustee.
In such event, all legal expenses and costs of such action (other than those    
that are connected with the routine performance by the Special Servicer of its  
duties hereunder) shall be expenses and costs of the Trust, and the Special     
Servicer shall be entitled to be reimbursed therefor as a Servicing Advance,    
together with interest thereon, as provided by Section 5.2 hereof.              
Notwithstanding any term in this Agreement, the Special                         

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Servicer shall not be relieved from liability to, or entitled to indemnification
from, the Trust for any action taken by it at the direction of the Operating    
Adviser which is in conflict with the Servicing Standard.                       

           (b) In addition, the Special Servicer shall have no liability
with respect to, and shall be entitled to conclusively rely on as to the truth  
of the statements and the correctness of the opinions expressed in any          
certificates or opinions furnished to the Special Servicer and conforming to the
requirements of this Agreement. Neither the Special Servicer, nor any director, 
officer, employee, agent or Affiliate, shall be personally liable for any error 
of judgment made in good faith by any officer, unless it shall be proved that   
the Special Servicer or such officer was negligent in ascertaining the pertinent
facts. Neither the Special Servicer, nor any director, officer, employee, agent 
or Affiliate, shall be personally liable for any action taken, suffered or      
omitted by it in good faith and believed by it to be authorized or within the   
discretion, rights or powers conferred upon it by this Agreement. The Special   
Servicer shall be entitled to rely on reports and information supplied to it by 
the Master Servicer and the related Mortgagors and shall have no duty to        
investigate or confirm the accuracy of any such report or information.          

          (c) The Special Servicer shall not be obligated to incur any
liabilities, costs, charges, fees or other expenses which relate to or arise    
from any breach of any representation, warranty or covenant made by the         
Depositor, the Master Servicer, or the Trustee in this Agreement. The Trust     
shall indemnify and hold harmless the Special Servicer from any and all claims, 
liabilities, costs, charges, fees or other expenses which relate to or arise    
from any such breach of representation, warranty or covenant to the extent such 
amounts are not recoverable from the party committing such breach.              

   (d) Except as otherwise specifically provided herein:

                    (i) the Special Servicer may rely, and shall be protected in
acting or refraining from acting upon, any resolution, officer's certificate,   
certificate of auditors or any other certificate, statement, instrument,        
opinion, report, notice, request, consent, order, appraisal, bond or other paper
or document believed or in good faith believed by it to be genuine and to have  
been signed or presented by the proper party or parties;                        

                   (ii) the Special Servicer may consult with counsel, and any
written advice or Opinion of Counsel shall be full and complete authorization   
and protection with respect to any action taken or suffered or omitted by it    
hereunder in good faith and in accordance with such advice or Opinion of        
Counsel;                                                                        

                 (iii) the Special Servicer shall not be personally liable
for any action taken, suffered or omitted by it in good faith and believed by it
to be authorized or within the discretion, rights or powers conferred upon it by
this Agreement; and                                                             

           (iv) the Special Servicer, in preparing any reports
hereunder, may rely, and shall be protected in acting or refraining from acting 
upon any information (financial or other), statement, certificate, document,    
agreement, covenant, notice, request or other paper reasonably believed or in   
good faith believed by it to be genuine.                                        

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             (e) The Special Servicer and any director, officer, employee or
agent of the Special Servicer shall be indemnified by the Master Servicer, the  
Trustee and the Paying Agent, as the case may be, and held harmless against any 
loss, liability or expense including reasonable attorneys' fees incurred in     
connection with any legal action relating to the Master Servicer's, the         
Trustee's or the Paying Agent's, as the case may be, respective willful         
misfeasance, bad faith or negligence in the performance of its respective duties
hereunder or by reason of negligent disregard by such Person of its respective  
duties hereunder, other than any loss, liability or expense incurred by reason  
of willful misfeasance, bad faith or negligence in the performance of any of the
Special Servicer's duties hereunder or by reason of negligent disregard of the  
Special Servicer's obligations and duties hereunder. The Special Servicer shall 
promptly notify the Master Servicer, the Trustee and the Paying Agent, if a     
claim is made by a third party entitling the Special Servicer to indemnification
hereunder, whereupon the Master Servicer, the Trustee or the Paying Agent, in   
each case, to the extent the claim was made in connection with its willful      
misfeasance, bad faith or negligence, shall assume the defense of any such claim
(with counsel reasonably satisfactory to the Special Servicer). Any failure to  
so notify the Master Servicer, the Trustee or the Paying Agent shall not affect 
any rights the Special Servicer may have to indemnification hereunder or        
otherwise, unless the interest of the Master Servicer, the Trustee or the Paying
Agent is materially prejudiced thereby. The indemnification provided herein     
shall survive the termination of this Agreement and the termination or          
resignation of the Special Servicer. Such indemnity shall survive the           
termination of this Agreement or the resignation or removal of the Special      
Servicer hereunder. Any payment hereunder made by the Master Servicer, the      
Trustee or the Paying Agent, as the case may be, pursuant to this paragraph to  
the Special Servicer shall be paid from the Master Servicer's, the Trustee's or 
the Paying Agent's, as the case may be, own funds, without reimbursement from   
the Trust therefor, except achieved through subrogation as provided in this     
Agreement. Any expenses incurred or indemnification payments made by the        
Trustee, the Paying Agent or the Master Servicer shall be reimbursed by the     
party so paid, if a court of competent jurisdiction makes a final judgment that 
the conduct of the Trustee, the Paying Agent or the Master Servicer, as the case
may be, was (x) not culpable or (y) found to not have acted with willful        
misfeasance, bad faith or negligence.                                           

Section 9.24 Indemnification; Third-Party Claims. 

             (a) The Special Servicer and any director, officer, employee or
agent of the Special Servicer shall be indemnified and held harmless by the     
Trust, out of the proceeds of the Mortgage Loans and the A/B Mortgage Loan (if  
and to the extent that the matter relates to such A/B Mortgage Loan) against any
and all claims, losses, penalties, fines, forfeitures, legal fees and related   
costs, judgments and any other costs, liabilities, fees and expenses incurred in
connection with any legal action relating to (i) this Agreement, and (ii) any   
action taken by the Special Servicer in accordance with the instruction         
delivered in writing to the Special Servicer by the Trustee or the Master       
Servicer pursuant to any provision of this Agreement in each case and the       
Special Servicer and each of its directors, officers, employees and agents shall
be entitled to indemnification from the Trust for any loss, liability or expense
(including attorneys' fees) incurred in connection with the provision by the    
Special Servicer of any information included by the Special Servicer in the     
report required to be provided by the Special Servicer pursuant to this         
Agreement, other than any loss, liability or expense incurred by reason of      
willful misfeasance, bad faith or negligence in the performance of duties       
hereunder or by reason of negligent disregard of obligations and duties         
hereunder. The Special Servicer shall assume the defense of any such claim (with
counsel reasonably satisfactory to the Special Servicer) and the Trust shall    

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pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2,
all expenses in connection therewith, including counsel fees, and promptly pay, 
discharge and satisfy any judgment or decree which may be entered against it or 
them in respect of such claim. The indemnification provided herein shall survive
the termination of this Agreement and the termination or resignation of the     
Special Servicer. Any expenses incurred or indemnification payments made by the 
Trust shall be reimbursed by the Special Servicer, if a court of competent      
jurisdiction makes a final, non-appealable judgment that the Special Servicer   
was found to have acted with willful misfeasance, bad faith or negligence.      
Notwithstanding the foregoing, if such loss, liability or expense relates       
specifically to a particular Serviced Pari Passu Mortgage Loan (or another      
Mortgage Loan included in the Trust) or a particular Serviced Companion Mortgage
Loan, then such indemnification shall be paid out of collections on, and other  
proceeds of, such Serviced Pari Passu Mortgage Loan, other Mortgage Loan or     
Serviced Companion Mortgage Loan, as applicable and not out of proceeds of any  
related B Note. If such loss, liability or expense relates to an A/B Mortgage   
Loan but does not relate to the related A Note and does not relate primarily to 
the administration of the Trust or any REMIC formed hereunder or to any         
determination respecting the amount, payment or avoidance of any tax under the  
REMIC provisions of the Code or the actual payment of any REMIC tax or expense, 
then such indemnification shall be paid first out of collections on, and other  
proceeds of, the related B Note until such point as such indemnification is paid
in full or a Final Recovery Determination has been made with respect to such B  
Note and only then out of collections on, and other proceeds of, the related A  
Note.                                                                           

             (b) The Special Servicer agrees to indemnify the Trust, and the
Trustee, the Depositor, the Master Servicer, the Paying Agent and any director, 
officer, employee or agent or Controlling Person of the Trustee, the Depositor  
and the Master Servicer, and hold them harmless against any and all claims,     
losses, penalties, fines, forfeitures, legal fees and related costs, judgments, 
and any other costs, liabilities, fees and expenses that the Trust or the       
Trustee, the Depositor, the Paying Agent or the Master Servicer may sustain     
arising from or as a result of the willful misfeasance, bad faith or negligence 
in the performance of duties hereunder or by reason of negligent disregard of   
obligations and duties hereunder by the Special Servicer. The Trustee, the      
Depositor, the Paying Agent or the Master Servicer shall immediately notify the 
Special Servicer if a claim is made by a third party with respect to this       
Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the   
Trustee, the Depositor, the Paying Agent or the Master Servicer, as the case may
be, to indemnification hereunder, whereupon the Special Servicer shall assume   
the defense of any such claim (with counsel reasonably satisfactory to the      
Trustee, the Depositor, the Paying Agent or the Master Servicer, as the case may
be) and pay all expenses in connection therewith, including counsel fees, and   
promptly pay, discharge and satisfy any judgment or decree which may be entered 
against it or them in respect of such claim. Any failure to so notify the       
Special Servicer shall not affect any rights the Trust or the Trustee, the      
Depositor, the Paying Agent or the Master Servicer may have to indemnification  
under this Agreement or otherwise, unless the Special Servicer's defense of such
claim is materially prejudiced thereby. The indemnification provided herein     
shall survive the termination of this Agreement and the termination or          
resignation of the Special Servicer, the Paying Agent or the Trustee. Any       
expenses incurred or indemnification payments made by the Special Servicer shall
be reimbursed by the party so paid, if a court of competent jurisdiction makes a
final, non-appealable judgment that the conduct of the Special Servicer was not 
culpable or found to have acted with willful misfeasance, bad faith or          
negligence.                                                                     

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          (c) The initial Special Servicer and the Depositor expressly
agree that the only information furnished by or on behalf of the Special        
Servicer for inclusion in the Preliminary Prospectus Supplement and the Final   
Prospectus Supplement is the information set forth in the paragraph under the   
caption "TRANSACTION PARTIES--Special Servicer" of the Preliminary Prospectus   
Supplement and Final Prospectus Supplement.                                     

         (d) Any Non-Serviced Mortgage Loan Special Servicer and any
director, officer, employee or agent of such Non-Serviced Mortgage Loan Special 
Servicer shall be indemnified by the Trust and held harmless against the Trust's
pro rata share of any and all claims, losses, penalties, fines, forfeitures,    
legal fees and related costs, judgments and any other costs, liabilities, fees  
and expenses incurred in connection with any legal action relating to any       
Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this Agreement,  
and relating to any Non-Serviced Mortgage Loan (but excluding any such losses   
allocable to the related Non-Serviced Companion Mortgage Loans), reasonably     
requiring the use of counsel or the incurring of expenses other than any losses 
incurred by reason of any Non-Serviced Mortgage Loan Special Servicer's willful 
misfeasance, bad faith or negligence in the performance of its duties under the 
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.             

Section 9.25 Reserved                             

             Section 9.26 Special Servicer May Own Certificates. The Special
Servicer or any agent of the Special Servicer in its individual capacity or in  
any other capacity may become the owner or pledgee of Certificates with the same
rights as it would have if they were not the Special Servicer or such agent. Any
such interest of the Special Servicer or such agent in the Certificates shall   
not be taken into account when evaluating whether actions of the Special        
Servicer are consistent with its obligations in accordance with the Servicing   
Standard regardless of whether such actions may have the effect of benefiting   
the Class or Classes of Certificates owned by the Special Servicer.             

            Section 9.27 Tax Reporting. The Special Servicer shall provide
the necessary information to the Master Servicer to allow the Master Servicer to
comply with the Mortgagor tax reporting requirements imposed by Sections 6050H, 
6050J and 6050P of the Code with respect to any Specially Serviced Mortgage Loan
and any REO Property and shall deliver such information with respect thereto as 
the Master Servicer or the Paying Agent may request in writing. The Special     
Servicer shall provide to the Master Servicer copies of any such reports. The   
Master Servicer shall forward such reports to the Trustee and the Paying Agent. 

           Section 9.28 Application of Funds Received. It is anticipated
that the Master Servicer will be collecting all payments with respect to the    
Mortgage Loans, any Serviced Companion Mortgage Loan and any B Note (other than 
payments with respect to REO Income). If, however, the Special Servicer should  
receive any payments with respect to any Mortgage Loan (other than REO Income)  
it shall, within one Business Day of receipt from the Mortgagor or otherwise of 
any amounts attributable to payments with respect to or the sale of any Mortgage
Loan or any Specially Serviced Mortgage Loan, if any, (but not including REO    
Income, which shall be deposited in the applicable REO Account as provided in   
Section 9.14 hereof), either, (i) forward such payment (endorsed, if applicable,
to the order of the Master Servicer), to the Master Servicer, or (ii) deposit   
such amounts, or cause such amounts to be deposited, in the Certificate         

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Account. The Special Servicer shall notify the Master Servicer of each such     
amount received on or before the date required for the making of such deposit or
transfer, as the case may be, indicating the Mortgage Loan or Specially Serviced
Mortgage Loan to which the amount is to be applied and the type of payment made 
by or on behalf of the related Mortgagor.                                       

             Section 9.29 Compliance with REMIC Provisions and Grantor Trust
Provisions. The Special Servicer shall act in accordance with this Agreement and
the REMIC Provisions and related provisions of the Code in order to create or   
maintain the status of any REMIC Pool as a REMIC or, as appropriate, adopt a    
plan of complete liquidation. The Special Servicer shall not take any action or 
(A) cause any REMIC Pool to take any action that could (i) endanger the status  
of any REMIC Pool as a REMIC under the Code or (ii) subject to Section 9.14(e), 
result in the imposition of a tax upon any REMIC Pool (including, but not       
limited to, the tax on prohibited transactions as defined in Code Section       
860F(a)(2) or on prohibited contributions pursuant to Section 860G(d)) or (B)   
cause the Class P Grantor Trust to take any action that could (i) endanger its  
status as a grantor trust or (ii) result in the imposition of any tax upon the  
Class P Grantor Trust unless the Master Servicer and the Trustee have received a
Nondisqualification Opinion (at the expense of the party seeking to take such   
action) to the effect that the contemplated action will not endanger such status
or result in the imposition of such tax. The Special Servicer shall comply with 
the provisions of Article XII hereof.                                           

Section 9.30 Termination.                         

              (a) The obligations and responsibilities of the Special Servicer
created hereby (other than the obligation of the Special Servicer to make       
payments to the Master Servicer as set forth in Section 9.28 and the obligations
of the Special Servicer pursuant to Sections 9.8 and 9.24 hereof) shall         
terminate on the date which is the earliest of (i) the later of (A) the final   
payment or other liquidation of the last Mortgage Loan remaining outstanding    
(and final distribution to the Certificateholders) or, (B) the disposition of   
all REO Property in respect of any Specially Serviced Mortgage Loan (and final  
distribution to the Certificateholders), (ii) 60 days following the date on     
which the Trustee or the Operating Adviser has given written notice to the      
Special Servicer that the Special Servicer is terminated pursuant to Section    
9.30(b) or 9.30(c), respectively and (iii) the effective date of any resignation
of the Special Servicer effected pursuant to and in accordance with Section     
9.21.                                                                           

             (b) The Trustee may terminate the Special Servicer in the event
that (i) the Special Servicer has failed to remit any amount required to be     
remitted to the Trustee, the Master Servicer, the Paying Agent or the Depositor 
within one (1) Business Day following the date such amount was required to have 
been remitted under the terms of this Agreement, (ii) the Special Servicer has  
failed to deposit into any account any amount required to be so deposited or    
remitted under the terms of this Agreement which failure continues unremedied   
for one Business Day following the date on which such deposit or remittance was 
first required to be made; (iii) the Special Servicer has failed to duly observe
or perform in any material respect any of the other covenants or agreements of  
the Special Servicer set forth in this Agreement, and the Special Servicer has  
failed to remedy such failure within thirty (30) days after written notice of   
such failure, requiring the same to be remedied, shall have been given to the   
Special Servicer by the Depositor or the Trustee; provided, however, that if the
Special Servicer certifies to the Trustee and the Depositor that the Special    
Servicer is in good faith attempting to remedy such failure, and the            
Certificateholders would not be affected thereby, such cure period will be      

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extended to the extent necessary to permit the Special Servicer to cure such    
failure; provided, however, that such cure period may not exceed 90 days; (iv)  
the Special Servicer has made one or more false or misleading representations or
warranties herein that materially and adversely affects the interest of any     
Class of Certificates, and has failed to cure such breach within thirty (30)    
days after notice of such breach, requiring the same to be remedied, shall have 
been given to the Special Servicer by the Depositor or the Trustee, provided,   
however, that if the Special Servicer certifies to the Trustee and the Depositor
that the Special Servicer is in good faith attempting to remedy such failure,   
such cure period may be extended to the extent necessary to permit the Special  
Servicer to cure such failure; provided, however, that such cure period may not 
exceed 90 days; (v) the Special Servicer is removed from S&P's Select Servicer  
List as a U.S. Commercial Mortgage Special Servicer and is not reinstated within
60 days; (vi) a decree or order of a court or agency or supervisory authority   
having jurisdiction in the premises in an involuntary case under any present or 
future federal or state bankruptcy, insolvency or similar law for the           
appointment of a conservator, receiver, liquidator, trustee or similar official 
in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and  
liabilities or similar proceedings, or for the winding-up or liquidation of its 
affairs, shall have been entered against the Special Servicer and such decree or
order shall have remained in force undischarged or unstayed for a period of 60  
days; (vii) the Special Servicer shall consent to the appointment of a          
conservator, receiver, liquidator, trustee or similar official in any           
bankruptcy, insolvency, readjustment of debt, marshalling of assets and         
liabilities or similar proceedings relating to the Special Servicer or of or    
relating to all or substantially all of its property; (viii) the Special        
Servicer thereof shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of any applicable         
bankruptcy, insolvency or reorganization statute, make an assignment for the    
benefit of its creditors, voluntarily suspend payment of its obligations, or    
take any corporate action in furtherance of the foregoing; (ix) the Special     
Servicer has been downgraded to a servicer rating level below "CSS3" (or its    
equivalent) by Fitch; (x) the Trustee shall receive notice from Fitch or DBRS to
the effect that the continuation of the Special Servicer in such capacity would 
result in the downgrade, qualification or withdrawal of any rating then assigned
by Fitch or DBRS, as applicable, to any Class of Certificates; (xi) the Special 
Servicer, or any primary servicer or Sub-Servicer appointed by the Special      
Servicer, shall fail to comply with any of its obligations under Article XIII of
this Agreement; or (xii) the Special Servicer shall fail to terminate, on the   
same terms and conditions as those set forth in Section 8.4 for a Sub-Servicer  
of the Master Servicer, any Sub-Servicer appointed by the Special Servicer. Such
termination shall be effective on the date that the Trustee specifies in a      
written notice to the Special Servicer that the Special Servicer is terminated  
due to the occurrence of one of the foregoing events and the expiration of any  
applicable cure period or grace period specified above for such event. The      
Operating Adviser shall have the right to appoint a successor if the Trustee    
terminates the Special Servicer.                                                

          (c) The Operating Adviser shall have the right to direct the
Trustee to terminate the Special Servicer, provided that the Operating Adviser  
shall appoint a successor Special Servicer who will (i) be reasonably           
satisfactory to the Trustee and to the Depositor, and (ii) execute and deliver  
to the Trustee an agreement, in form and substance reasonably satisfactory to   
the Trustee, whereby the successor Special Servicer agrees to assume and perform
punctually the duties of the Special Servicer specified in this Agreement; and  
provided, further, that the Trustee shall have received Rating Agency           
Confirmation (including with respect to any securities rated by a Rating Agency 
evidencing interests in any Serviced Companion Mortgage                         

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Loan or B Note) from each Rating Agency prior to the termination of the Special 
Servicer. The Special Servicer shall not be terminated pursuant to this Section 
9.30(c) until a successor Special Servicer shall have been appointed. The       
Operating Adviser shall pay any costs and expenses incurred by the Trust in     
connection with the removal and appointment of a Special Servicer (unless such  
removal is based on any of the events or circumstances set forth in Section     
9.30(b)).                                                                       

(d) Reserved.                                     

            (e) Notwithstanding the other provisions of this Section 9.30,
(A) if any Event of Default on the part of the Special Servicer occurs that     
affects a Serviced Companion Mortgage Loan or (B) for so long as any Serviced   
Companion Mortgage Loan is serviced hereunder and is included in a              
securitization that is rated by Moody's, if (x) the Trustee shall receive notice
from Moody's to the effect that the continuation of the Special Servicer in such
capacity would result in the downgrade, qualification or withdrawal of any      
rating then assigned by Moody's to any class of certificates issued in such     
securitization or (y) Moody's has placed one or more Classes of Certificates on 
"watch status" in contemplation of a rating downgrade or withdrawal (and such   
"watch status" placement shall not have been withdrawn by Moody's within 60 days
of the date that the Trustee received such notice) and, in the case of either of
clauses (x) or (y), citing servicing concerns with the Special Servicer as the  
sole or material factor in such rating action, and in either case, the Special  
Servicer is not otherwise terminated in accordance with this Section 9.30, then 
the holder of the affected Serviced Companion Mortgage Loan may require the     
Trustee to terminate the duties and obligations of the Special Servicer with    
respect to the subject Loan Pair only, but as to no other Mortgage Loan; and, in
such event, subject to the applicable consultation rights of any particular     
related Serviced Companion Mortgage Loan under the related Loan Pair            
Intercreditor Agreement, the Operating Adviser shall appoint (or, in the event  
of the failure of the Operating Adviser to so appoint, the Trustee shall        
appoint), within 30 days of such Serviced Companion Mortgage Loan holder's      
request, a replacement special servicer with respect to the related Loan Pair.  
In connection with the appointment of a replacement special servicer with       
respect to a Loan Pair at the request of a related Serviced Companion Mortgage  
Loan holder under this Section 9.30(e), the Trustee shall obtain a Rating Agency
Confirmation (such Rating Agency Confirmation to be an expense of the requesting
Serviced Companion Mortgage Loan holder). Any replacement special servicer      
appointed at the request of a Serviced Companion Mortgage Loan holder in        
accordance with this Section 9.30(e) shall be responsible for all duties, and   
shall be entitled to all compensation, of the Special Servicer under this       
Agreement with respect to the subject Loan Pair. If a replacement special       
servicer is appointed with respect to a Loan Pair or an A/B Mortgage Loan at the
request of the controlling holder of the related A/B Mortgage Loan or a Serviced
Companion Mortgage Loan holder, as applicable, in accordance with Section       
9.30(d) or this Section 9.30(e) (any such replacement special servicer, a "Loan 
Pair-Specific Special Servicer"), such that there are multiple parties acting as
Special Servicer hereunder, then, unless the context clearly requires otherwise:
(i) when used in the context of imposing duties and obligations on the Special  
Servicer hereunder or the performance of such duties and obligations, the term  
"Special Servicer" shall mean the related Loan Pair-Specific Special Servicer,  
insofar as such duties and obligations relate to a Loan Pair or an A/B Mortgage 
Loan, as applicable, as to which a Loan Pair-Specific Special Servicer has been 
appointed, and shall mean the General Special Servicer, in all other cases      
(provided that, in Section 9.18 and Section 9.19, the term "Special Servicer"   
shall mean each Loan Pair-Specific Special Servicer and the General Special     
Servicer); (ii) when used in the context of identifying the recipient of any    
information, funds, documents, instruments                                      

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and/or other items, the term "Special Servicer" shall mean the related Loan     
Pair-Specific Special Servicer, insofar as such information, funds, documents,  
instruments and/or other items relate to a Loan Pair or A/B Mortgage Loan, as   
applicable, as to which a Loan Pair-Specific Special Servicer has been appointed
in accordance with Section 9.30(d) or this Section 9.30(e), and shall mean the  
General Special Servicer, in all other cases; (iii) when used in the context of 
granting the Special Servicer the right to purchase Specially Serviced Mortgage 
Loans pursuant to Section 9.36, the term "Special Servicer" shall mean the      
related Loan Pair-Specific Special Servicer, if such Specially Serviced Mortgage
Loan is part of a Loan Pair or A/B Mortgage Loan as to which a Loan             
Pair-Specific Special Servicer has been appointed in accordance with this       
Section 9.30(e), and shall mean the General Special Servicer, in all other      
cases; (iv) when used in the context of granting the Special Servicer the right 
to purchase all of the Mortgage Loans and any REO Properties remaining in the   
Trust pursuant to Section 10.1(b), the term "Special Servicer" shall mean the   
General Special Servicer only; (v) when used in the context of granting the     
Special Servicer any protections, limitations on liability, immunities and/or   
indemnities hereunder, the term "Special Servicer" shall mean each Loan         
Pair-Specific Special Servicer and the General Special Servicer; and (vi) when  
used in the context of requiring indemnification from, imposing liability on, or
exercising any remedies against, the Special Servicer for any breach of a       
representation or warranty hereunder or for any negligence, bad faith or willful
misconduct in the performance of duties and obligations hereunder or any        
negligent disregard of such duties and obligations or otherwise holding the     
Special Servicer responsible for any of the foregoing, the term "Special        
Servicer" shall mean the related Loan Pair-Specific Special Servicer or the     
General Special Servicer, as applicable. References in this Section 9.30(e) to  
"General Special Servicer" mean the Person performing the duties and obligations
of Special Servicer with respect to the Mortgage Loans (exclusive of each and   
every Loan Pair as to which a Loan Pair-Specific Special Servicer has been      
appointed).                                                                     

Section 9.31 Procedure Upon Termination.          

             (a) Notice of any termination pursuant to clause (i) of Section
9.30(a), specifying the Distribution Date upon which the final distribution     
shall be made, shall be given promptly by the Special Servicer to the Trustee   
and the Paying Agent no later than the later of (i) five Business Days after the
final payment or other liquidation of the last Mortgage Loan or (ii) the sixth  
day of the month in which the final Distribution Date will occur. Upon any such 
termination, the rights and duties of the Special Servicer (other than the      
rights and duties of the Special Servicer pursuant to Sections 9.8, 9.21, 9.23  
and 9.24 hereof) shall terminate and the Special Servicer shall transfer to the 
Master Servicer the amounts remaining in each REO Account and shall thereafter  
terminate each REO Account and any other account or fund maintained with respect
to the Specially Serviced Mortgage Loans.                                       

          (b) On the date specified in a written notice of termination
given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all   
authority, power and rights of the Special Servicer under this Agreement,       
whether with respect to the Specially Serviced Mortgage Loans or otherwise,     
shall terminate; provided, that in no event shall the termination of the Special
Servicer be effective until the Trustee or other successor Special Servicer     
shall have succeeded the Special Servicer as successor Special Servicer,        
notified the Special Servicer of such designation, and such successor Special   
Servicer shall have assumed the Special Servicer's obligations and              
responsibilities, as set forth in an agreement substantially in the form hereof,
with respect to the Specially Serviced Mortgage Loans. The Trustee or other     
successor Special                                                               

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Servicer may not succeed the Special Servicer as Special Servicer until and     
unless it has satisfied the provisions that would apply to a Person succeeding  
to the business of the Special Servicer pursuant to Section 9.20 hereof. The    
Trustee is hereby authorized and empowered to execute and deliver, on behalf of 
the Special Servicer, as attorney-in-fact or otherwise, any and all documents   
and other instruments, and to do or accomplish all other acts or things         
necessary or appropriate to effect the purposes of such notice of termination.  
The Special Servicer agrees to cooperate with the Trustee in effecting the      
termination of the Special Servicer's responsibilities and rights hereunder as  
Special Servicer including, without limitation, providing the Trustee all       
documents and records in electronic or other form reasonably requested by it to 
enable the successor Special Servicer designated by the Trustee to assume the   
Special Servicer's functions hereunder and to effect the transfer to such       
successor for administration by it of all amounts which shall at the time be or 
should have been deposited by the Special Servicer in any REO Account and any   
other account or fund maintained or thereafter received with respect to the     
Specially Serviced Mortgage Loans. On the date specified in a written notice of 
termination given to the Special Servicer pursuant to the second sentence of    
Section 9.30(a), all authority, power and rights of the Special Servicer under  
this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan,
whether such Mortgage Loan is a Specially Serviced Mortgage Loan or otherwise,  
shall terminate. The Trustee is hereby authorized and empowered to execute and  
deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise,   
any and all documents and other instruments, and to do or accomplish all other  
acts or things necessary or appropriate to effect the purposes of such notice of
termination.                                                                    

Section 9.32 Certain Special Servicer Reports.    

            (a) The Special Servicer, for each Specially Serviced Mortgage
Loan, shall provide to the Master Servicer and the Paying Agent one (1) Business
Day after the Determination Date for each month, the CMSA Special Servicer Loan 
File in such electronic format as is mutually acceptable to the Master Servicer 
and the Special Servicer and in CMSA format. The Master Servicer and the Paying 
Agent may use such reports or information contained therein to prepare its      
reports and the Master Servicer may, at its option, forward such reports        
directly to the Depositor and the Rating Agencies.                              

       (b) The Special Servicer shall maintain accurate records,
prepared by a Servicing Officer, of each Final Recovery Determination with      
respect to any Mortgage Loan or REO Property and the basis thereof. Each Final  
Recovery Determination shall be evidenced by an Officer's Certificate delivered 
to the Trustee, the Operating Adviser, the Paying Agent and the Master Servicer 
no later than the tenth Business Day following such Final Recovery              
Determination.                                                                  

              (c) The Special Servicer shall provide to the Master Servicer or
the Paying Agent at the reasonable request in writing of the Master Servicer or 
the Paying Agent, any information in its possession with respect to the         
Specially Serviced Mortgage Loans which the Master Servicer or Paying Agent, as 
the case may be, shall require in order for the Master Servicer or the Paying   
Agent to comply with its obligations under this Agreement; provided that the    
Special Servicer shall not be required to take any action or provide any        
information that the Special Servicer determines will result in any material    
cost or expense to which it is not entitled to reimbursement hereunder or will  
result in any material liability for which it is not indemnified hereunder. The 
Master Servicer shall provide the Special Servicer at the request of the Special

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Servicer any information in its possession with respect to the Mortgage Loans   
which the Master Servicer shall require in order for the Special Servicer to    
comply with its obligations under this Agreement.                               

               (d) Not later than 20 days after each Special Servicer Remittance
Date, the Special Servicer shall forward to the Master Servicer a statement     
setting forth the status of each REO Account as of the close of business on such
Special Servicer Remittance Date, stating that all remittances required to be   
made by it as required by this Agreement to be made by the Special Servicer have
been made (or, if any required distribution has not been made by the Special    
Servicer, specifying the nature and status thereof) and showing, for the period 
from the day following the preceding Special Servicer Remittance Date to such   
Special Servicer Remittance Date, the aggregate of deposits into and withdrawals
from each REO Account for each category of deposit specified in Section 5.1 of  
this Agreement and each category of withdrawal specified in Section 5.2 of this 
Agreement.                                                                      

             (e) The Special Servicer shall use reasonable efforts to obtain
and, to the extent obtained, to deliver electronically using the Centerline     
Naming Convention (formerly known as the ARCap Naming Convention) to the Master 
Servicer, the Paying Agent, the Rating Agencies and the Operating Adviser, on or
before April 15 of each year, commencing with April 15, 2008, (i) copies of the 
prior year operating statements and quarterly statements, if available, for each
Mortgaged Property underlying a Specially Serviced Mortgage Loan or REO Property
as of its fiscal year end, provided that either the related Mortgage Note or    
Mortgage requires the Mortgagor to provide such information, or if the related  
Mortgage Loan has become an REO Property, (ii) a copy of the most recent rent   
roll available for each Mortgaged Property, and (iii) a table, setting forth the
Debt Service Coverage Ratio and occupancy with respect to each Mortgaged        
Property covered by the operating statements delivered above; provided, that,   
with respect to any Mortgage Loan that becomes a Specially Serviced Mortgage    
Loan prior to April 15, 2008 and for which the items in clause (i) and (ii)     
above have not been delivered, the Special Servicer shall use reasonable efforts
to obtain and, to the extent obtained, deliver such items to the Master         
Servicer, the Paying Agent, the Rating Agencies and the Operating Adviser as    
soon as possible after receipt of such items.                                   

            (f) The Special Servicer shall deliver to the Master Servicer,
the Depositor, the Paying Agent and the Trustee all such other information with 
respect to the Specially Serviced Mortgage Loans at such times and to such      
extent as the Master Servicer, the Trustee, the Paying Agent or the Depositor   
may from time to time reasonably request; provided, however, that the Special   
Servicer shall not be required to produce any ad hoc non-standard written       
reports with respect to such Mortgage Loans except if any Person (other than the
Paying Agent or the Trustee) requesting such report pays a reasonable fee to be 
determined by the Special Servicer.                                             

             (g) The Special Servicer shall deliver electronically using the
Centerline Naming Convention (formerly known as the ARCap Naming Convention) a  
written Inspection Report of each Specially Serviced Mortgage Loan in accordance
with Section 9.4(b) to the Operating Adviser.                                   

         (h) The Special Servicer shall prepare a report (the "Asset
Status Report") recommending the taking of certain actions for each Mortgage    
Loan that becomes a Specially Serviced Mortgage Loan and deliver such Asset     
Status Report to the Operating Adviser and the                                  

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Master Servicer not later than 45 days after the servicing of such Mortgage Loan
is transferred to the Special Servicer. Such Asset Status Report shall set forth
the following information to the extent reasonably determinable:                

              (i) a summary of the status of such Specially Serviced
Mortgage Loan and any negotiations with the related Mortgagor;                  

        (ii) a discussion of the legal and environmental
considerations reasonably known to the Special Servicer (including without      
limitation by reason of any Phase I Environmental Assessment and any additional 
environmental testing contemplated by Section 9.12(c)), consistent with the     
Servicing Standard, that are applicable to the exercise of remedies set forth   
herein and to the enforcement of any related guaranties or other collateral for 
the related Specially Serviced Mortgage Loan and whether outside legal counsel  
has been retained;                                                              

                (iii) the most current rent roll and income or operating
statement available for the related Mortgaged Property or Mortgaged Properties; 

           (iv) a summary of the applicable Special Servicer's
recommended action with respect to such Specially Serviced Mortgage Loan;       

                    (v) the Appraised Value of the related Mortgaged Property or
Mortgaged Properties, together with the assumptions used in the calculation     
thereof (which the Special Servicer may satisfy by providing a copy of the most 
recently obtained Appraisal); and                                               

             (vi) such other information as the applicable Special
Servicer deems relevant in light of the Servicing Standard.                     

               If (i) the Operating Adviser affirmatively approves in writing an
Asset Status Report, (ii) after ten Business Days from receipt of an Asset      
Status Report the Operating Adviser does not object to such Asset Status Report 
or (iii) within ten (10) Business Days after receipt of an Asset Status Report  
the Operating Adviser objects to such Asset Status Report and the Special       
Servicer makes a determination in accordance with the Servicing Standard that   
such objection is not in the best interest of all the Certificateholders, as a  
collective whole, the Special Servicer shall take the recommended actions       
described in the Asset Status Report. If within ten (10) Business Days after    
receipt of an Asset Status Report the Operating Adviser objects to such Asset   
Status Report and the Special Servicer does not make a determination in         
accordance with the Servicing Standard that such objection is not in the best   
interest of all the Certificateholders, as a collective whole, then the Special 
Servicer shall revise such Asset Status Report as soon as practicable           
thereafter, but in no event later than 30 days after the objection to the Asset 
Status Report by the Operating Adviser. The Special Servicer shall revise such  
Asset Status Report as provided in the prior sentence until the earliest of (a) 
the delivery by the Operating Adviser of an affirmative approval in writing of  
such revised Asset Status Report, (b) the failure of the Operating Adviser to   
disapprove such revised Asset Status Report in writing within ten (10) Business 
Days of its receipt thereof; or (c) the passage of ninety (90) days from the    
date of preparation of the initial version of the Asset Status Report. Following
the earliest of such events, the Special Servicer shall implement the           
recommended action as outlined in the most recent version of such Asset Status  
Report (provided that the Special Servicer shall not take any action that is    
contrary to applicable law or the terms of the applicable Mortgage Loan         

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documents). The Special Servicer may, from time to time, modify any Asset Status
Report it has previously delivered and implement the new action in such revised 
report so long as such revised report has been prepared, reviewed and either    
approved or not rejected as provided above.                                     

           Notwithstanding the prior paragraph, the Special Servicer may
take any action set forth in an Asset Status Report before the expiration of the
ten (10) Business Day period during which the Operating Adviser may reject such 
report if (A) the Special Servicer has reasonably determined that failure to    
take such action would materially and adversely affect the interests of the     
Certificateholders, as a collective whole, and (B) it has made a reasonable     
effort to contact the Operating Adviser. The Special Servicer may not take any  
action inconsistent with an Asset Status Report that has been adopted as        
provided above, unless such action would be required in order to act in         
accordance with the Servicing Standard. If the Special Servicer takes any action
inconsistent with an Asset Status Report that has been adopted as provided      
above, the Special Servicer shall promptly notify the Operating Adviser of such 
inconsistent action and provide a reasonably detailed explanation of the reasons
therefor.                                                                       

            The Special Servicer shall deliver to the Master Servicer, the
Operating Adviser and each Rating Agency a copy of each Asset Status Report that
has been adopted as provided above, in each case with reasonable promptness     
following such adoption.                                                        

              Notwithstanding anything herein to the contrary: (i) the Special
Servicer shall have no right or obligation to consult with or to seek and/or    
obtain consent or approval from any Operating Adviser prior to acting (and      
provisions of this Agreement requiring such consultation, consent or approval   
shall be of no effect) during the period following any resignation or removal of
an Operating Adviser and before a replacement is selected; and (ii) no advice,  
direction or objection from or by the Operating Adviser, as contemplated by     
Section 9.39 or any other provision of this Agreement, may (and the applicable  
Special Servicer shall ignore and act without regard to any such advice,        
direction or objection that such Special Servicer has determined, in its        
reasonable, good faith judgment, would): (A) require or cause such Special      
Servicer to violate applicable law, the terms of any Mortgage Loan or any other 
Section of this Agreement, including the applicable Special Servicer's          
obligation to act in accordance with the Servicing Standard, (B) result in an   
Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust  
Event with respect to the Grantor Trust Pool, (C) expose the Trust, the         
Depositor, the Master Servicer, the Special Servicer, Certificate Administrator,
the Trustee or any of their respective Affiliates, members, managers, officers, 
directors, employees or agents, to any material claim, suit or liability or (D) 
materially expand the scope of the Master Servicer's or Special Servicer's      
responsibilities under this Agreement.                                          

        Section 9.33 Special Servicer to Cooperate with the Master
Servicer, the Trustee and Paying Agent.                                         

           (a) The Special Servicer shall furnish on a timely basis such
reports, certifications, and information as are reasonably requested by the     
Master Servicer, the Trustee, the Paying Agent or the Primary Servicer to enable
it to perform its duties under this Agreement or the Primary Servicing          
Agreement, as applicable; provided that no such request shall (i) require or    
cause the Special Servicer to violate the Code, any provision of this Agreement,
including the Special Servicer's obligation to act in accordance with the       
servicing standards set forth in this Agreement and to maintain the REMIC status
of any REMIC Pool or (ii) expose the Special                                    

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Servicer, the Trust, the Paying Agent or the Trustee to liability or materially 
expand the scope of the Special Servicer's responsibilities under this          
Agreement. In addition, the Special Servicer shall notify the Master Servicer of
all expenditures incurred by it with respect to the Specially Serviced Mortgage 
Loans which are required to be made by the Master Servicer as Servicing Advances
as provided herein, subject to the provisions of Section 4.4 hereof. The Special
Servicer shall also remit all invoices relating to Servicing Advances promptly  
upon receipt of such invoices.                                                  

            (b) The Special Servicer shall from time to time make reports,
recommendations and analyses to the Operating Adviser with respect to the       
following matters, the expense of which shall not be an expense of the Trust:   

                    (i) whether the foreclosure of a Mortgaged Property relating
to a Specially Serviced Mortgage Loan would be in the best economic interest of 
the Trust;                                                                      

             (ii) if the Special Servicer elects to proceed with a
foreclosure, whether a deficiency judgment should or should not be sought       
because the likely recovery will or will not be sufficient to warrant the cost, 
time and exposure of pursuing such judgment;                                    

                    (iii) whether the waiver or enforcement of any "due-on-sale"
clause or "due-on-encumbrance" clause contained in a Mortgage Loan or a         
Specially Serviced Mortgage Loan is in the best economic interest of the Trust; 

           (iv) in connection with entering into an assumption
agreement from or with a person to whom a Mortgaged Property securing a         
Specially Serviced Mortgage Loan has been or is about to be conveyed, or to     
release the original Mortgagor from liability upon a Specially Serviced Mortgage
Loan and substitute a new Mortgagor, and whether the credit status of the       
prospective new Mortgagor is in compliance with the Special Servicer's regular  
commercial mortgage origination or servicing standard;                          

             (v) in connection with the foreclosure on a Specially
Serviced Mortgage Loan secured by a Mortgaged Property which is not in          
compliance with CERCLA, or any comparable environmental law, whether it is in   
the best economic interest of the Trust to bring the Mortgaged Property into    
compliance therewith and an estimate of the cost to do so; and                  

                   (vi) with respect to any proposed modification (which shall
include any proposed release, substitution or addition of collateral),          
extension, waiver, amendment, discounted payoff or sale of a Mortgage Loan,     
prepare a summary of such proposed action and an analysis of whether or not such
action is reasonably likely to produce a greater recovery on a net present value
basis than liquidation of such Mortgage Loan; such analysis shall specify the   
basis on which the Special Servicer made such determination, including the      
status of any existing material default or the grounds for concluding that a    
payment default is imminent.                                                    

Section 9.34 Reserved                             

Section 9.35 Reserved                             

Section 9.36 Sale of Defaulted Mortgage Loans.    

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               (a) The holder of Certificates evidencing the greatest percentage
interest in the Controlling Class, the Special Servicer and each Seller (other  
than Wells Fargo Bank, National Association) as to those Mortgage Loans sold to 
the Depositor by such Seller only (in such capacity, together with any assignee,
the "Option Holder") shall, in that order, have the right, at its option (the   
"Option"), to purchase a Mortgage Loan (other than a Non-Serviced Mortgage Loan 
that is subject to a comparable option under the related Other Companion Loan   
Pooling and Servicing Agreement) from the Trust at a price equal to the Option  
Purchase Price upon receipt of notice from the Special Servicer that such       
Mortgage Loan has become at least 60 days delinquent as to any monthly debt     
service payment (or is delinquent as to its Balloon Payment); provided, however,
that with respect to an A Note, the Option Holder's rights under this Section   
9.36 are subject to the rights of the holder of the related B Note to purchase  
the A Note pursuant to the terms of the related Intercreditor Agreement. The    
Option is exercisable, subject to Section 2.3, from that date until terminated  
pursuant to clause (e) below, and during that period the Option shall be        
exercisable in any month only during the period from the 10th calendar day of   
such month through the 25th calendar day, inclusive, of such month. The Trustee 
on behalf of the Trust shall be obligated to sell such Mortgage Loan upon the   
exercise of the Option (whether exercised by the original holder thereof or by a
holder that acquired such Option by assignment), but shall have no authority to 
sell such Mortgage Loan other than in connection with the exercise of an Option 
(or in connection with a repurchase of a Mortgage Loan under Article II, an     
optional termination pursuant to Section 10.1 or a qualified liquidation of a   
REMIC Pool) or if such Mortgage Loan is an A Note, to the holder of the related 
B Note pursuant to the terms of the related Intercreditor Agreement. Any Option 
Holder that exercises the Option shall be required to purchase the applicable   
Mortgage Loan on the 4th Business Day after such exercise. If any Option Holder 
desires to waive its right to exercise the Option, then it shall so notify the  
Trustee in writing, and the Trustee shall promptly notify the next party        
eligible to hold the Option set forth above of its rights hereunder. Any of the 
parties eligible to hold the Option set forth above may at any time notify the  
Trustee in writing of its desire to exercise the Option, and the Trustee shall  
promptly notify (i) the current Option Holder (and the other parties eligible to
hold the Option) and (ii) solely with respect to an Option to purchase an A     
Note, the holder of the related B Note, of such party's desire to exercise the  
Option; provided that none of the Trustee, the Master Servicer or the Special   
Servicer shall disclose the Option Purchase Price to the holder of such related 
B Note. If the Option Holder neither (i) exercises the Option nor (ii)          
surrenders its right to exercise the Option within 3 Business Days of its       
receipt of that notice, then the Option Holder's right to exercise the Option   
shall lapse, and the Trustee shall promptly notify the next party eligible to   
hold the Option (and the other parties eligible to hold the Option) of its      
rights thereunder. The Certificate Registrar shall notify the Trustee as to the 
identity of the holder of Certificates evidencing the greatest percentage       
interest in the Controlling Class for purposes of determining an Option Holder. 

           (b) The purchase price in connection with the exercise of the
Option (the "Option Purchase Price") shall be an amount equal to the fair value 
of the related Mortgage Loan, as determined by the Special Servicer. Prior to   
the Special Servicer's determination of fair value referred to in the preceding 
sentence, the fair value of a Mortgage Loan shall be deemed to be an amount     
equal to the Purchase Price plus (i) any prepayment penalty or yield maintenance
charge then payable upon the prepayment of such Mortgage Loan and (ii) the      
reasonable fees and expenses of the Special Servicer, the Master Servicer and   
the Trustee incurred in connection with the sale of the Mortgage Loan. The      
Special Servicer shall determine the fair value of a                            

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Mortgage Loan on the later of (A) as soon as reasonably practical upon the      
Mortgage Loan becoming 60 days delinquent or upon the Balloon Payment becoming  
delinquent and (B) the date that is 75 days after the Special Servicer's receipt
of the Servicer Mortgage File relating to such Mortgage Loan, and the Special   
Servicer shall promptly notify the Option Holder (and the Trustee and each of   
the other parties set forth above that could become the Option Holder) of (i)   
the Option Purchase Price and (ii) if such Mortgage Loan is an A Note, that the 
A Note is subject to the terms of the related Intercreditor Agreement and that  
any purchaser of the A Note will be subject to such Intercreditor Agreement. The
Special Servicer is required to recalculate the fair value of the Mortgage Loan 
if there has been a material change in circumstances or the Special Servicer has
received new information (including, without limitation, any cash bids received 
from the holder of the related B Note in connection with an A Note, either of   
which has a material effect on the fair value, provided that the Special        
Servicer shall be required to recalculate the fair value of the Mortgage Loan if
the time between the date of last determination of the fair value of the        
Mortgage Loan and the date of the exercise of the Option has exceeded 60 days.  
Upon any recalculation, the Special Servicer shall be required to promptly      
notify in writing each Option Holder (and the Trustee and each of the other     
parties set forth above that could become the Option Holder) of the revised     
Option Purchase Price. Any such recalculation of the fair value of the Mortgage 
Loan shall be deemed to renew the Option in its original priority at the        
recalculated price with respect to any party as to which the Option had         
previously expired or been waived, unless the Option has previously been        
exercised by an Option Holder at a higher Option Purchase Price. In determining 
fair value, the Special Servicer shall take into account, among other factors,  
the results of any Appraisal or updated Appraisal that it or the Master Servicer
may have obtained in accordance with this Agreement within the prior twelve     
months; any views on fair value expressed by Independent investors in mortgage  
loans comparable to the Mortgage Loan (provided that the Special Servicer shall 
not be obligated to solicit such views); the period and amount of any           
delinquency on the affected Mortgage Loan; whether to the Special Servicer's    
actual knowledge, the Mortgage Loan is in default to avoid a prepayment         
restriction; the physical condition of the related Mortgaged Property; the state
of the local economy; the expected recoveries from the Mortgage Loan if the     
Special Servicer were to pursue a workout or foreclosure strategy instead of the
Option being exercised; and the Trust's obligation to dispose of any REO        
Property as soon as practicable consistent with the objective of maximizing     
proceeds for all Certificateholders but in no event later than the three-year   
period (or such extended period) specified in Section 9.15. If the Mortgage Loan
as to which the Option relates is a Serviced Pari Passu Mortgage Loan, then the 
Option Holder, in connection with its exercise of such option, shall also be    
required to purchase the related Serviced Companion Mortgage Loan under the     
Other Pooling and Servicing Agreement or the related Intercreditor Agreement.   
Pursuant to the related Non-Serviced Mortgage Loan Pooling and Servicing        
Agreement, if the holder of the option thereunder repurchases a Non-Serviced    
Companion Mortgage Loan in connection with its exercise of such option, then the
holder of the option shall also be required to purchase the related Non-Serviced
Mortgage Loan, but only if set forth in such Non-Serviced Mortgage Loan Pooling 
and Servicing Agreement. If the Mortgage Loan as to which the Option relates is 
a Non-Serviced Mortgage Loan, and the party exercising the purchase option under
the Other Companion Loan Pooling and Servicing Agreement in respect of the      
related Non-Serviced Companion Mortgage Loan is not required thereunder to      
simultaneously purchase the related Non-Serviced Mortgage Loan held by the Trust
upon a purchase of the Non-Serviced Companion Mortgage Loan, then the Special   
Servicer shall calculate the Option Purchase Price of the Non-Serviced Mortgage 
Loan based upon the fair                                                        

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market value calculation performed by the special servicer or other party under 
the Other Companion Loan Pooling and Servicing Agreement (upon which the Special
Servicer may rely), to the extent provided to the Special Servicer.             

               (c) Any Option relating to a Mortgage Loan shall be assignable to
a third party (including, without limitation, in connection with an A Note, the 
holder of the related B Note and in connection with a Serviced Pari Passu       
Mortgage Loan, the holder of the related Serviced Companion Mortgage Loan),     
other than an assignee whose purchase of the related Mortgage Loan would violate
the terms of any related intercreditor agreement, by the Option Holder at its   
discretion at any time after its receipt of notice from the Special Servicer    
that an Option is exercisable with respect to a specified Mortgage Loan, and    
upon such assignment such third party shall have all of the rights granted to   
the Option Holder hereunder in respect of the Option. Such assignment shall only
be effective upon written notice (together with a copy of the executed          
assignment and assumption agreement) being delivered to the Trustee, the Master 
Servicer and the Special Servicer, and none of such parties shall be obligated  
to recognize any entity as an Option Holder absent such notice.                 

     (d) If the Special Servicer, the holder of Certificates
representing the greatest percentage interest in the Controlling Class or an    
Affiliate of either thereof elects to exercise the Option, the Trustee shall be 
required to determine whether the Option Purchase Price constitutes a fair price
for the Mortgage Loan. Upon request of the Special Servicer to make such a      
determination, the Trustee will do so within a reasonable period of time (but in
no event more than 15 Business Days). In doing so, the Trustee may rely on the  
opinion of an Appraisal or other expert in real estate matters selected by the  
Trustee with reasonable care and retained by the Trustee at the expense of the  
party exercising the Option, provided that such expense is reasonable. The      
Trustee may also rely on the most recent Appraisal of the related Mortgaged     
Property that was prepared in accordance with this Agreement. If the Trustee    
were to determine that the Option Purchase Price does not constitute a fair     
price, then the Special Servicer shall redetermine the fair value taking into   
account the objections of the Trustee.                                          

             (e) The Option shall terminate, and shall not be exercisable as
set forth in clause (a) above (or if exercised, but the purchase of the related 
Mortgage Loan has not yet occurred, shall terminate and be of no further force  
or effect) if the Mortgage Loan to which it relates is no longer delinquent as  
set forth above because the Mortgage Loan has (i) become a Rehabilitated        
Mortgage Loan, (ii) been subject to a workout arrangement, (iii) been foreclosed
upon or otherwise resolved (including by a full or discounted pay-off) or (iv)  
been purchased by the related Seller pursuant to Section 2.3. In addition, the  
Option with respect to an A Note shall terminate upon the purchase of the A Note
by the holder of the related B Note pursuant to the related Intercreditor       
Agreement.                                                                      

            (f) Unless and until an Option Holder exercises an Option, the
Special Servicer shall continue to service and administer the related Mortgage  
Loan in accordance with the Servicing Standard and this Agreement, and shall    
pursue such other resolution or recovery strategies, including workout or       
foreclosure, as are consistent with this Agreement and the Servicing Standard.  

Section 9.37 Operating Adviser; Elections.        

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            (a) In accordance with Section 9.37(c), the Certificateholders
representing more than 50% of the Certificate Balance of the Certificates of the
then Controlling Class may elect the Operating Adviser. The Operating Adviser   
shall be elected for the purpose of receiving reports and information from the  
Special Servicer in respect of the Specially Serviced Mortgage Loans.           

           (b) The initial Operating Adviser is Centerline REIT Inc. The
Controlling Class shall give written notice to the Trustee, the Paying Agent and
the Master Servicer of the appointment of any subsequent Operating Adviser (in  
order to receive notices hereunder). If a subsequent Operating Adviser is not so
appointed, an election of an Operating Adviser also shall be held. Notice of the
meeting of the Holders of the Controlling Class shall be mailed or delivered to 
each Holder by the Paying Agent, not less than 10 days nor more than 60 days    
prior to the meeting. The notice shall state the place and the time of the      
meeting, which may be held by telephone. A majority of Certificate Balance of   
the Certificates of the then Controlling Class, present in person or represented
by proxy, shall constitute a quorum for the nomination of an Operating Adviser. 
At the meeting, each Holder shall be entitled to nominate one Person to act as  
Operating Adviser. The Paying Agent shall cause the election of the Operating   
Adviser to be held as soon thereafter as is reasonably practicable.             

          (c) Each Holder of the Certificates of the Controlling Class
shall be entitled to vote in each election of the Operating Adviser. The voting 
in each election of the Operating Adviser shall be in writing mailed,           
telecopied, delivered or sent by courier and actually received by the Paying    
Agent on or prior to the date of such election. Immediately upon receipt by the 
Paying Agent of votes (which have not been rescinded) from the Holders of       
Certificates representing more than 50% of the Certificate Balance of the       
Certificates of the then Controlling Class which are cast for a single Person,  
such Person shall be, upon such Person's acceptance, the Operating Adviser. The 
Paying Agent shall promptly notify the Trustee of the identity of the Operating 
Adviser. Until an Operating Adviser is elected by Holders of Certificates       
representing more than 50% of the Certificate Balance of the Certificates of the
then Controlling Class or in the event that an Operating Adviser shall have     
resigned or been removed and a successor Operating Adviser shall not have been  
elected, there shall be no Operating Adviser.                                   

         (d) The Operating Adviser may be removed at any time by the
written vote, copies of which must be delivered to the Paying Agent, of more    
than 50% of the Certificate Balance of the Holders of the Certificates of the   
then Controlling Class.                                                         

           (e) The Paying Agent shall act as judge of each election and,
absent manifest error, the determination of the results of any election by the  
Paying Agent shall be conclusive. Notwithstanding any other provisions of this  
Section 9.37, the Paying Agent may make such reasonable regulations as it may   
deem advisable for any election.                                                

           (f) Notwithstanding any provision of this Section 9.37 or any
other provision of this Agreement to the contrary, at any time that the Special 
Servicer has been elected as Operating Adviser or no Operating Adviser has been 
elected, (i) the Special Servicer shall not be required to deliver notices or   
information to, or obtain the consent or approval of, the Operating Adviser and 
(ii) to the extent any Person other than the Special Servicer is otherwise      
required hereunder to provide notices or information to, or obtain the consent  
or approval of, the                                                             

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Operating Adviser, such Person shall be required to provide such notices or     
information to, or obtain the consent or approval of, the Special Servicer.     

            (g) Notwithstanding anything to the contrary set forth in this
Agreement, the Master Servicer, the Special Servicer and the Operating Adviser  
acknowledge that, with respect to any A/B Mortgage Loan, to the extent provided 
for in the related Intercreditor Agreement, the controlling noteholder with     
respect to such A/B Mortgage Loan shall be entitled to exercise the rights and  
powers granted to the Operating Adviser herein with respect to such A/B Mortgage
Loan, as applicable, and that all references in this Agreement to the term      
"Operating Adviser" and to the Operating Adviser appointed pursuant to Section  
9.37(a) shall be deemed (solely with respect to the applicable A/B Mortgage     
Loan) to refer to the holder of the related B Note; provided, however, that if  
the holder of the related A Note is the controlling noteholder in accordance    
with the terms of the related Intercreditor Agreement, then the the controlling 
noteholder will be the holder of the related Mortgage Loan (such rights and     
powers to be exercisable by the Operating Adviser). Notwithstanding the         
foregoing, the Operating Adviser designated by the Certificateholders shall also
receive all notices and reports delivered to the Operating Adviser appointed    
pursuant to the related Intercreditor Agreement.                                

            Section 9.38 Limitation on Liability of Operating Adviser. The
Operating Adviser shall have no liability to the Trust, the holder of any       
Serviced Companion Mortgage Loan, the holder of any B Note or the               
Certificateholders for any action taken, or for refraining from the taking of   
any action, in good faith and using reasonable business judgment pursuant to    
this Agreement, or using reasonable business judgment. By its acceptance of a   
Certificate, each Certificateholder (and Certificate Owner) confirms its        
understanding that the Operating Adviser may take actions that favor the        
interests of one or more Classes of the Certificates over other Classes of the  
Certificates and that the Operating Adviser may have special relationships and  
interests that conflict with those of Holders of some Classes of the            
Certificates and each holder of a Serviced Companion Mortgage Loan and B Note   
(if any) and each Certificateholder (and Certificate Owner) agrees to take no   
action against the Operating Adviser based upon such special relationship or    
conflict.                                                                       

             Section 9.39 Duties of Operating Adviser. The Operating Adviser
may advise the Special Servicer with respect to the following actions of the    
Special Servicer and the Special Servicer will not be permitted to take any of  
the following actions unless and until it has notified the Operating Adviser in 
writing and such Operating Adviser has not objected in writing (i) within 5     
Business Days of having been notified thereof in respect of actions relating to 
non-Specially Serviced Mortgage Loans (which 5 Business Day period shall run    
concurrently with the time periods set forth in the Primary Servicing Agreement 
with respect to such actions) and (ii) within 10 Business Days of having been   
notified thereof in respect of actions relating to Specially Serviced Mortgage  
Loans and having been provided with all reasonably requested information with   
respect thereto (it being understood and agreed that if such written objection  
has not been received by the Special Servicer within such 5 Business Day or 10  
Business Day period, as applicable, then the Operating Adviser's approval will  
be deemed to have been given):                                                  

                    (i) any foreclosure upon or comparable conversion (which may
include acquisition of an REO Property) of the ownership of properties securing 
such of the Specially Serviced Mortgage Loans as come into and continue in      
default;                                                                        

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                 (ii) any modification, amendment or waiver, or consent to
modification, amendment or waiver, of a Money Term of a Mortgage Loan or A/B    
Mortgage Loan or a modification consisting of the extension of the original     
Maturity Date of a Mortgage Loan;                                               

                   (iii) any proposed sale of a Defaulted Mortgage Loan or A/B
Mortgage Loan (other than upon termination of the Trust pursuant to Article X); 

            (iv) any determination to bring an REO Property into
compliance with Environmental Laws;                                             

                    (v) any release of or acceptance of substitute or additional
collateral for a Mortgage Loan or A/B Mortgage Loan that is not otherwise       
expressly provided for under the Mortgage Loan documents;                       

   (vi) any acceptance of a discounted payoff;

                   (vii) any waiver or consent to waiver of a "due-on-sale" or
"due-on-encumbrance" clause;                                                    

            (viii) any acceptance or consent to acceptance of an
assumption agreement releasing a Mortgagor from liability under a Mortgage Loan 
or A/B Mortgage Loan;                                                           

               (ix) any release of collateral for a Specially Serviced
Mortgage Loan or A/B Mortgage Loan (other than in accordance with the terms of  
or upon satisfaction of, such Mortgage Loan);                                   

               (x) any franchise changes or certain management company
changes for which the Special Servicer is required to consent;                  

                 (xi) releases of any Escrow Accounts, reserve accounts or
Letters of Credit that are not in compliance with the related Mortgage Loan     
documents; and                                                                  

         (xii) any determination as to whether any type of
property-level insurance is required under the terms of any Mortgage Loan or A/B
Mortgage Loan, is available at commercially reasonable rates, is available for  
similar properties in the area in which the related Mortgaged Property is       
located or any other determination or exercise of discretion with respect to    
property-level insurance.                                                       

               Notwithstanding the foregoing, the Operating Adviser shall not be
entitled to the consultation rights described above (i) in respect of any       
non-Specially Serviced Mortgage Loan that has an unpaid Principal Balance of    
less than $2,500,000 and (ii) if such action has already been approved or deemed
approved in accordance with Section 9.32 of this Agreement.                     

         With respect to items (vii), (viii) and (ix), the Operating
Adviser shall be subject to the same time periods for advising the Special      
Servicer with respect to any such matters as are afforded to the Special        
Servicer pursuant to Section 8.7, which periods shall be co-terminous with those
of Special Servicer. In addition, the Operating Adviser may direct the Trustee  
to remove the Special Servicer at any time upon the appointment and acceptance  
of such                                                                         

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appointment by a successor to the Special Servicer; provided that, prior to the 
effectiveness of any such appointment, the Trustee and the Paying Agent shall   
have received Rating Agency Confirmation from each Rating Agency. The Operating 
Adviser shall pay any costs and expenses incurred by the Trust in connection    
with the removal and appointment of a Special Servicer (unless such removal is  
based on any of the events or circumstances set forth in Section 9.30(b)). The  
Trustee shall notify the Paying Agent promptly upon its receipt of the direction
set forth above. The Operating Adviser shall be responsible for its own         
expenses.                                                                       

         Notwithstanding anything herein to the contrary, no advice,
direction or objection from the Operating Adviser, as contemplated by this      
Section 9.39 or elsewhere, may (and the Master Servicer and Special Servicer, as
applicable, shall ignore and act without regard to any such advice, direction or
objection that the Master Servicer or Special Servicer, as applicable, has      
determined, in its reasonable, good faith judgment, will) require or cause the  
Master Servicer or Special Servicer to violate any provision of this Agreement, 
the REMIC Provisions or the Mortgage Loans, including the Master Servicer's and 
Special Servicer's obligation to act in accordance with the Servicing Standard. 

            The Master Servicer (with respect to any Non-Serviced Mortgage
Loan that is not a "Specially Serviced Mortgage Loan" under the related         
Non-Serviced Mortgage Loan Pooling and Servicing Agreement) or Special Servicer 
(with respect to any Non-Serviced Mortgage Loan that is a "Specially Serviced   
Mortgage Loan" under the related Non-Serviced Mortgage Loan Pooling and         
Servicing Agreement), as applicable, is authorized to exercise the rights and   
powers of the Trustee, as holder of the Mortgage Note for each of the           
Non-Serviced Mortgage Loans, under each of the related Non-Serviced Mortgage    
Loan Intercreditor Agreements and Non-Serviced Mortgage Loan Pooling and        
Servicing Agreements to the extent set forth in this Agreement. The Master      
Servicer or Special Servicer, as applicable, shall be subject to the same       
limitations, constraints and restrictions in exercising such rights and powers  
as would be applicable to the Trustee, in its capacity as holder of the Mortgage
Note for the applicable Non-Serviced Mortgage Loan and shall be further subject 
to such consultation or approval rights of the Operating Adviser under this     
Section 9.39 as would be applicable if such Non-Serviced Mortgage Loan were     
serviced under this Agreement. Subject to any section of the applicable         
Non-Serviced Mortgage Loan Intercreditor Agreement that specifically addresses a
particular matter with respect to a Non-Serviced Mortgage Loan, if the Trustee  
is requested to take any action in its capacity as holder of the Mortgage Note  
for such Non-Serviced Mortgage Loan, the Trustee will notify in writing the     
Master Servicer or Special Servicer, as applicable, and, subject to Section 7.1,
act in accordance with the instructions of, such party to the extent set forth  
in this Agreement; provided, that the Trustee shall not be required to take any 
action at the direction of the Master Servicer or Special Servicer, as          
applicable, that is not permitted under applicable law or the terms of the      
related Non-Serviced Mortgage Loan Intercreditor Agreement and Non-Serviced     
Mortgage Loan Pooling and Servicing Agreement. Notwithstanding the foregoing,   
any such party may only exercise any purchase option or cure rights with respect
to a Non-Serviced Companion Mortgage Loan in its individual capacity and not on 
behalf of the Trust.                                                            

            Section 9.40 Rights of the Holder of a B Note. With respect to
each A/B Mortgage Loan (if any), the holder of the B Note shall have such       
consent rights or consultation rights, if any, during the specified time        
periods, as are set forth in the related Intercreditor Agreement.               

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              Notwithstanding the foregoing, if the Master Servicer or Special
Servicer, as applicable, determines, in accordance with the Servicing Standard, 
that immediate action is necessary to protect the interest of the               
Certificateholders and the holder of any related Serviced Companion Mortgage    
Loan (as a collective whole), then the Master Servicer or Special Servicer, as  
applicable may take any such action without waiting for the response of the     
holder of the B Note provided for in the related Intercreditor Agreement.       

               In addition, with respect to any A/B Mortgage Loan, to the extent
provided for in the related Intercreditor Agreement, the holder of the B Note   
may direct the Master Servicer or Special Servicer, as applicable, to take, or  
to refrain from taking, such actions as the holder of the B Note may deem       
advisable or as to which provision is otherwise made herein. Upon reasonable    
request, to the extent provided for in the related Intercreditor Agreement, the 
Master Servicer or Special Servicer, as applicable, shall, with respect to any  
A/B Mortgage Loan, provide the holder of the B Note with any information in the 
Master Servicer's or Special Servicer's, as applicable, possession with respect 
to such matters, including its reasons for determining to take a proposed       
action.                                                                         

         In the event that the holder of the B Note shall direct the
Master Servicer or the Special Servicer to take any action (other than those    
provided for in the related Intercreditor Agreement), the Master Servicer or the
Special Servicer shall be entitled to receive reimbursement from collections on 
and other proceeds of the B Note for (i) its reasonable out-of-pocket expenses  
incurred in taking such action and (ii) to the extent that such action          
constitutes an extraordinary action not in the ordinary course of administering 
and servicing such mortgage loan, other reasonable costs incurred by the Master 
Servicer or the Special Servicer in taking such action. The Master Servicer or  
the Special Servicer shall notify the holder of the B Note, prior to taking the 
related action, if the Master Servicer or the Special Servicer anticipates that 
it will seek reimbursement therefor under the preceding sentence, and of the    
estimated amount of such reimbursement, and shall further notify the holder of  
the B Note if it intends to obtain actual reimbursement in excess of the        
estimated amount.                                                               

         Notwithstanding anything herein to the contrary, no advice,
direction or objection from the holder of the B Note, as contemplated by this   
Section 9.40, may (and the Master Servicer and Special Servicer, as applicable, 
shall ignore and act without regard to any such advice, direction or objection  
that the Master Servicer or Special Servicer, as applicable, has determined, in 
accordance with the Servicing Standard, will) require or cause the Master       
Servicer or Special Servicer to violate any provision of this Agreement or the  
Mortgage Loans, including the Master Servicer's and Special Servicer's          
obligation to act in accordance with the Servicing Standard.                    

ARTICLE X 
 PURCHASE AND TERMINATION OF THE TRUST

              Section 10.1 Termination of Trust Upon Repurchase or Liquidation
of All Mortgage Loans.                                                          

             (a) The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent, to  
make payments to the Class R-I Certificateholders, the Class R-II               
Certificateholders and the Class R-III Certificateholders as set                

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forth in Section 10.2 and other than the obligations in the nature of           
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust (and final distribution to the Certificateholders) and   
(B) the disposition of all REO Property (and final distribution to the          
Certificateholders) or (ii) the sale of the property held by the Trust in       
accordance with Section 10.1(b) or (iii) the termination of the Trust pursuant  
to Section 10.1(c) below; provided that in no event shall the Trust created     
hereby continue beyond the expiration of 21 years from the death of the last    
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the    
United States to the Court of St. James, living on the date hereof.             

            (b) The Master Servicer shall give the Trustee, the Luxembourg
Paying Agent and the Paying Agent notice of the date when the Aggregate         
Principal Balance of the Mortgage Loans is less than or equal to one percent    
(1%) of the initial Aggregate Principal Balance of the Mortgage Loans as of the 
Cut-Off Date. The Paying Agent shall promptly forward such notice to the        
Trustee, the Depositor, the Holder of a majority of the Controlling Class, the  
Special Servicer, the Master Servicer and the Holders of the Class R-I          
Certificates; and the Holder of a majority of the Controlling Class, the Master 
Servicer, the Special Servicer and the Holders of the Class R-I Certificates, in
such priority (and in the case of the Class R-I Certificateholders, a majority  
of the Class R-I Certificateholders), may purchase, in whole only, the Mortgage 
Loans and any other property, if any, remaining in the Trust. If any party      
desires to exercise such option, it will notify the Trustee who will notify any 
party with a prior right to exercise such option. If any party that has been    
provided notice by the Trustee (excluding the Depositor) notifies the Trustee   
within ten Business Days after receiving notice of the proposed purchase that it
wishes to purchase the assets of the Trust, then such party (or, in the event   
that more than one of such parties notifies the Trustee that it wishes to       
purchase the assets of the Trust, the party with the first right to purchase the
assets of the Trust) may purchase the assets of the Trust in accordance with    
this Agreement. Upon the Paying Agent's receipt of the Termination Price set    
forth below, the Trustee shall promptly release or cause to be released to the  
Master Servicer for the benefit of the Holder of a majority of the Controlling  
Class, the Holder of a majority of the Class R-I Certificates, the Special      
Servicer or the Master Servicer, as the case may be, the Mortgage Files         
pertaining to the Mortgage Loans. The "Termination Price" shall equal 100% of   
the aggregate Principal Balances of the Mortgage Loans (other than Mortgage     
Loans as to which a Final Recovery Determination has been made) on the day of   
such purchase plus accrued and unpaid interest thereon at the applicable        
Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate if the     
Master Servicer is the purchaser), with respect to the Mortgage Loans to the Due
Date for each Mortgage Loan ending in the Collection Period with respect to     
which such purchase occurs, plus unreimbursed Advances and interest on such     
unreimbursed Advances at the Advance Rate, and the fair market value of any     
other property remaining in REMIC I. The Trustee shall consult with the         
Placement Agents and the Underwriters or their respective successors, as        
advisers, in order for the Trustee to determine whether the fair market value of
the property constituting the Trust has been offered; provided that, if an      
Affiliate of the Placement Agent or the Underwriters is exercising its right to 
purchase the Trust assets, the Trustee shall consult with the Operating Adviser 
in order for the Trustee to determine the fair market value, provided that the  
Operating Adviser is not an Affiliate of the Class R-I Holder, the Special      
Servicer or the Master Servicer, or the Trustee (the fees and expenses of such  
determination which shall be paid for by the buyer of the property). As a       
condition to the purchase of the Trust pursuant to this Section 10.1(b), the    
Holder of a majority of the Controlling Class, the Holder of                    

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a majority of the Class R-I Certificates, the Special Servicer or the Master    
Servicer, as the case may be, must deliver to the Trustee an Opinion of Counsel,
which shall be at the expense of such Holders, the Special Servicer or the      
Master Servicer, as the case may be, stating that such termination will be a    
"qualified liquidation" under section 860F(a)(4) of the Code. Such purchase     
shall be made in accordance with Section 10.3.                                  

              (c) If at any time the Holders of the Class R-I Certificates own
100% of the REMIC III Certificates such Holders may terminate REMIC I (which    
will in turn result in the termination of REMIC II and REMIC III) upon (i) the  
delivery to the Trustee and the Depositor of an Opinion of Counsel (which       
opinion shall be at the expense of such Holders) stating that such termination  
will be a "qualified liquidation" of each REMIC Pool under Section 860F of the  
Code, and (ii) the payment of any and all costs associated with such            
termination. Such termination shall be made in accordance with Section 10.3.    

       (d) Upon the termination of the Trust, any funds or other
property held by the Class P Grantor Trust shall be distributed to the Class P  
Certificateholders on a pro rata basis, whether or not the respective           
Certificate Balances of the Class P Certificates have been reduced to zero.     

              (e) Upon the sale of the A Note relating to an A/B Mortgage Loan
by the Trust or the payment in full of such A Note, the related B Note shall no 
longer be subject to this Agreement and shall no longer be serviced by the      
Master Servicer or the Special Servicer.                                        

Section 10.2 Procedure Upon Termination of Trust. 

         (a) Notice of any termination pursuant to the provisions of
Section 10.1, specifying the Distribution Date upon which the final distribution
shall be made, shall be given promptly by the Trustee by first class mail to the
Paying Agent, the Rating Agencies, the Holders of the Residual Certificates and 
the REMIC Regular Certificates mailed no later than ten days prior to the date  
of such termination. Such notice shall specify (A) the Distribution Date upon   
which final distribution on the Residual Certificates and the REMIC Regular     
Certificates will be made, and upon presentation and surrender of the Residual  
Certificates and the REMIC Regular Certificates at the office or agency of the  
Certificate Registrar therein specified, and (B) that the Record Date otherwise 
applicable to such Distribution Date is not applicable, distribution being made 
only upon presentation and surrender of the Residual Certificates and the REMIC 
Regular Certificates at the office or agency of the Certificate Registrar       
therein specified. The Trustee shall give such notice to the Depositor and the  
Certificate Registrar at the time such notice is given to Holders of the        
Residual Certificates and the REMIC Regular Certificates. Upon any such         
termination, the duties of the Certificate Registrar with respect to the        
Residual Certificates and the REMIC Regular Certificates shall terminate and the
Trustee shall terminate, or request the Master Servicer and the Paying Agent to 
terminate, the Certificate Account and the Distribution Account and any other   
account or fund maintained with respect to the Certificates, subject to the     
Paying Agent's obligation hereunder to hold all amounts payable to the Holders  
of the Residual Certificates and the REMIC Regular Certificates in trust without
interest pending such payment.                                                  

             (b) In the event that all of the Holders do not surrender their
certificates evidencing the Residual Certificates and the REMIC Regular         
Certificates for cancellation within                                            

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three months after the time specified in the above-mentioned written notice, the
Certificate Registrar shall give a second written notice to the remaining       
Holders of the Residual Certificates and the REMIC Regular Certificates to      
surrender their certificates evidencing the Residual Certificates and the REMIC 
Regular Certificates for cancellation and receive the final distribution with   
respect thereto. If within one year after the second notice any Residual        
Certificates and the REMIC Regular Certificates shall not have been surrendered 
for cancellation, the Certificate Registrar may take appropriate steps to       
contact the remaining Holders of the Residual Certificates and the REMIC Regular
Certificates concerning surrender of such certificates, and the cost thereof    
shall be paid out of the amounts distributable to such Holders. If within two   
years after the second notice any such Residual Certificates and the REMIC      
Regular Certificates shall not have been surrendered for cancellation, the      
Paying Agent shall, subject to applicable state law relating to escheatment,    
hold all amounts distributable to such Holders for the benefit of such Holders. 
No interest shall accrue on any amount held by the Trustee and not distributed  
to a Holder of a Residual Certificates and the REMIC Regular Certificates due to
such Certificateholder's failure to surrender its Certificate(s) for payment of 
the final distribution thereon in accordance with this Section. Any money held  
by the Paying Agent pending distribution under this Section 10.2 after 90 days  
after the adoption of a plan of complete liquidation shall be deemed for tax    
purposes to have been distributed from the REMIC Pools and shall be beneficially
owned by the related Holder.                                                    

     Section 10.3 Additional Trust Termination Requirements.

      (a) The Trust and each REMIC Pool shall be terminated in
accordance with the following additional requirements, unless at the request of 
the Master Servicer or the Class R-I Certificateholders, as the case may be, the
Trustee seeks, and the Paying Agent subsequently receives an Opinion of Counsel 
(at the expense of the Master Servicer or the Class R-I Certificateholders, as  
the case may be), addressed to the Depositor, the Trustee and the Paying Agent  
to the effect that the failure of the Trust to comply with the requirements of  
this Section 10.3 will not (i) result in the imposition of taxes on "prohibited 
transactions" on any REMIC Pool under the REMIC Provisions or (ii) cause any    
REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are  
outstanding:                                                                    

                 (i) Within 89 days prior to the time of the making of the
final payment on the REMIC III Certificates, the Master Servicer shall prepare  
and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall adopt a plan
of complete liquidation of the REMIC I Pool, meeting the requirements of a      
qualified liquidation under the REMIC Provisions, which plan need not be in any 
special form and the date of which, in general, shall be the date of the notice 
specified in Section 10.2(a) and shall be specified in a statement attached to  
the federal income tax return of each REMIC Pool;                               

               (ii) At or after the date of adoption of such a plan of
complete liquidation and at or prior to the time of making of the final payment 
on the REMIC III Certificates, the Trustee shall sell all of the assets of the  
Trust for cash at the Termination Price; provided that if the Holders of the    
Class R-I Certificates are purchasing the assets of the Trust, the amount to be 
paid by such Holders may be paid net of the amount to be paid to such Holders as
final distributions on any Certificates held by such Holders;                   

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                   (iii) At the time of the making of the final payment on the
Certificates, the Paying Agent shall distribute or credit, or cause to be       
distributed or credited, (A) to the Holders of the Class R-I Certificates all   
assets of REMIC I remaining after such final payment of the REMIC I Regular     
Interests, (B) to the Holders of the Class R-II Certificates all assets of REMIC
II remaining after such final payment of the REMIC II Regular Interests and (C) 
to the Holders of the Class R-III Certificates all remaining assets of REMIC III
(in each case other than cash retained to meet claims), and the Trust shall     
terminate at that time; and                                                     

             (iv) In no event may the final payment on the REMIC I
Regular Interests, REMIC II Regular Interests or REMIC Regular Certificates or  
the final distribution or credit to the Holders of the Residual Certificates,   
respectively, be made after the 89th day from the date on which the plan of     
complete liquidation is adopted.                                                

           (b) By their acceptance of the Class R-I, Class R-II or Class
R-III Certificates, respectively, the Holders thereof hereby (i) authorize the  
Trustee to take such action as may be necessary to adopt a plan of complete     
liquidation of the REMIC Pool, and (ii) agree to take such other action as may  
be necessary to adopt a plan of complete liquidation of the Trust upon the      
written request of the Depositor, which authorization shall be binding upon all 
successor Class R-I, Class R-II and Class R-III Certificateholders,             
respectively.                                                                   

ARTICLE XI
RIGHTS OF CERTIFICATEHOLDERS

Section 11.1 Limitation on Rights of Holders.     

            (a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust, nor entitle such              
Certificateholder's legal representatives or heirs to claim an accounting or    
take any action or proceeding in any court for a partition or winding up of the 
Trust, nor otherwise affect the rights, obligations and liabilities of the      
parties hereto or any of them.                                                  

   (b) Except as otherwise expressly provided herein, no
Certificateholder, solely by virtue of its status as a Certificateholder, shall 
have any right to vote or in any manner otherwise control the Master Servicer or
operation and management of the Trust, or the obligations of the parties hereto,
nor shall anything herein set forth, or contained in the terms of the           
Certificates, be construed so as to constitute the Certificateholders from time 
to time as partners or members of an association, nor shall any                 
Certificateholder be under any liability to any third person by reason of any   
action taken by the parties to this Agreement pursuant to any provision hereof. 

         (c) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any         
provision of this Agreement to institute any suit, action or proceeding in      
equity or at law upon or under or with respect to this Agreement unless the     
Holders of Certificates evidencing not less than 50% of the Aggregate Principal 
Amount of the Certificates then outstanding shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as     
Trustee hereunder and shall have offered to the Trustee such reasonable         
indemnity as it may require against the cost, expenses and liabilities to be    
incurred therein or thereby, and the Trustee, for sixty days after its receipt  
of such                                                                         

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notice, request and offer of indemnity, shall have neglected or refused to      
institute any such action, suit or proceeding and no direction inconsistent with
such written request has been given the Trustee during such sixty-day period by 
such Certificateholders; it being understood and intended, and being expressly  
covenanted by each Certificateholder with every other Certificateholder and the 
Trustee, that no one or more Holders of Certificates shall have any right in any
manner whatever by virtue or by availing of any provision of this Agreement to  
affect, disturb or prejudice the rights of the Holders of any other of such     
Certificates, or to obtain or seek to obtain priority over or preference to any 
other such Holder, or to enforce any right under this Agreement, except in the  
manner herein provided and for the benefit of all Certificateholders. For the   
protection and enforcement of the provisions of this Section, each and every    
Certificateholder and the Trustee shall be entitled to such relief as can be    
given either at law or in equity.                                               

Section 11.2 Access to List of Holders.           

             (a) If the Paying Agent is not acting as Certificate Registrar,
the Certificate Registrar will furnish or cause to be furnished to the Trustee  
and the Paying Agent, within fifteen days after receipt by the Certificate      
Registrar of a request by the Trustee or the Paying Agent, as the case may be,  
in writing, a list, in such form as the Trustee or the Paying Agent, as the case
may be, may reasonably require, of the names and addresses of the               
Certificateholders of each Class as of the most recent Record Date.             

      (b) If the Depositor, the Operating Adviser, the Special
Servicer, the Master Servicer, the Trustee or three or more Holders (hereinafter
referred to as "applicants," with a single Person which (together with its      
Affiliates) is the Holder of more than one Class of Certificates being viewed as
a single "applicant" for these purposes) apply in writing to the Paying Agent   
and such application states that the applicants desire to communicate with other
Holders with respect to their rights under this Agreement or under the          
Certificates and is accompanied by a copy of the communication which such       
applicants propose to transmit, then the Paying Agent shall, within five        
Business Days after the receipt of such application, send, at such Person's     
expense, the written communication proffered by the applicants to all           
Certificateholders at their addresses as they appear in the Certificate         
Register.                                                                       

              (c) Every Holder, by receiving and holding a Certificate, agrees
with the Depositor, the Certificate Registrar, the Paying Agent, the Master     
Servicer and the Trustee that neither the Depositor, the Certificate Registrar, 
the Paying Agent, the Master Servicer nor the Trustee shall be held accountable 
by reason of the disclosure of any such information as to the names and         
addresses of the Certificateholders hereunder, regardless of the source from    
which such information was derived.                                             

Section 11.3 Acts of Holders of Certificates.     

        (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or taken 
by Holders may be embodied in and evidenced by one or more instruments of       
substantially similar tenor signed by such Holders in person or by agent duly   
appointed in writing; and, except as herein otherwise expressly provided, such  
action shall become effective when such instrument or instruments are delivered 
to the Trustee and, where it is hereby expressly required, to the Depositor and 
the Paying Agent.                                                               

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Such instrument or instruments (as the action embodies therein and evidenced    
thereby) are herein sometimes referred to as an "Act" of the Holders signing    
such instrument or instruments. Proof of execution of any such instrument or of 
a writing appointing any such agents shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Trustee, the Depositor and the Paying  
Agent, if made in the manner provided in this Section. The Trustee agrees to    
promptly notify the Depositor of any such instrument or instruments received by 
it, and to promptly forward copies of the same.                                 

              (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such       
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments or deeds, certifying that the individual signing 
such instrument or writing acknowledged to such notary public or other officer  
the execution thereof. Whenever such execution is by an officer of a corporation
or a member of a partnership on behalf of such corporation or partnership, such 
certificate or affidavit shall also constitute sufficient proof of such         
officer's or member's authority. The fact and date of the execution of any such 
instrument or writing, or the authority of the individual executing the same,   
may also be proved in any other manner which the Trustee deems sufficient.      

             (c) The ownership of Certificates (notwithstanding any notation
of ownership or other writing thereon made by anyone other than the Trustee)    
shall be proved by the Certificate Register, and neither the Trustee nor the    
Depositor nor the Paying Agent shall be affected by any notice to the contrary. 

        (d) Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Certificate shall bind     
every future Holder of the same Certificate and the Holder of every Certificate 
issued upon the registration of transfer thereof or in exchange therefor or in  
lieu thereof, in respect of anything done, omitted or suffered to be done by the
Trustee, the Paying Agent or the Depositor in reliance thereon, whether or not  
notation of such action is made upon such Certificate.                          

ARTICLE XII 
REMIC AND GRANTOR TRUST ADMINISTRATION

               The provisions of this Article XII shall apply to each REMIC Pool
and the Class P Grantor Trust, as applicable.                                   

Section 12.1 REMIC Administration.                

               (a) An election will be made by the Paying Agent on behalf of the
Trustee to treat the segregated pool of assets consisting of the Mortgage Loans 
(other than Excess Interest payable thereon), such amounts with respect thereto 
as shall from time to time be held in the Certificate Account, the Interest     
Reserve Account, the Reserve Account and the Distribution Account (exclusive of 
the Excess Interest Sub-account), the Insurance Policies and any related amounts
in the REO Account and any related REO Properties as a REMIC ("REMIC I") under  
the Code, other than any portion of the foregoing amounts allocable to a B Note 
or Serviced Companion Mortgage Loan. Such elections will be made on Form 1066 or
other appropriate federal tax or information return or any appropriate state    
return for the taxable year ending on the last day of the calendar year in which
the REMIC I Interests are issued. For purposes of such                          

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election, the REMIC I Regular Interests shall each be designated as a separate  
Class of "regular interests" in REMIC I and the Class R-I Certificates shall be 
designated as the sole Class of "residual interests" in REMIC I.                

       An election will be made by the Paying Agent to treat the
segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
("REMIC II") under the Code. Such election will be made on Form 1066 or other   
appropriate federal tax or information return or any appropriate state return   
for the taxable year ending on the last day of the calendar year in which the   
REMIC II Interests are issued. For the purposes of such election, the REMIC II  
Regular Interests shall be designated as the "regular interests" in REMIC II and
the Class R-II Certificates shall be designated as the sole Class of the        
"residual interests" in REMIC II.                                               

       An election will be made by the Paying Agent to treat the
segregated pool of assets consisting of the REMIC II Regular Interests as a     
REMIC ("REMIC III") under the Code. Such election will be made on Form 1066 or  
other appropriate federal tax or information return or any appropriate state    
return for the taxable year ending on the last day of the calendar year in which
the REMIC III Certificates are issued. For purposes of such election, the Class 
A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class  
A-J, Class X-1, Class X-2, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P       
Certificates (but other than the Class P Grantor Trust Interest) shall be       
designated as the "regular interests" in REMIC III and the Class R-III          
Certificates shall be designated as the sole Class of "residual interests" in   
REMIC III.                                                                      

               The Trustee and the Paying Agent shall not permit the creation of
any "interests" (within the meaning of Section 860G of the Code) in any of the  
REMIC Pools other than the REMIC I Regular Interests, the REMIC II Regular      
Interests, the REMIC III Regular Interests and the Residual Certificates.       

               (b) The Closing Date is hereby designated as the "Startup Day" of
each REMIC Pool within the meaning of Section 860G(a)(9) of the Code.           

             (c) The Paying Agent shall pay all routine tax related expenses
(not including any taxes, however denominated, including any additions to tax,  
penalties and interest) of each REMIC Pool, excluding any professional fees or  
extraordinary expenses related to audits or any administrative or judicial      
proceedings with respect to each REMIC Pool that involve the Internal Revenue   
Service or state tax authorities.                                               

          (d) The Paying Agent shall cause to be prepared, signed, and
timely filed with the Internal Revenue Service, on behalf of each REMIC Pool, an
application for a taxpayer identification number for such REMIC Pool on Internal
Revenue Service Form SS-4. The Paying Agent, upon receipt from the Internal     
Revenue Service of the Notice of Taxpayer Identification Number Assigned, shall 
promptly forward a copy of such notice to the Depositor and the Master Servicer.
The Paying Agent shall prepare and file Form 8811 on behalf of each REMIC Pool  
and shall designate an appropriate Person to respond to inquiries by or on      
behalf of Certificateholders for original issue discount and related information
in accordance with applicable provisions of the Code.                           

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         (e) The Paying Agent shall prepare and file, or cause to be
prepared and filed, all of each REMIC Pool's federal and state income or        
franchise tax and information returns as such REMIC Pool's direct               
representative, and the Trustee shall sign such returns; the expenses of        
preparing and filing such returns shall be borne by the Paying Agent, except    
that if additional state tax returns are required to be filed in more than three
states, the Paying Agent shall be entitled, with respect to any such additional 
filings, to (i) be paid a reasonable fee and (ii) receive its reasonable costs  
and expenses, both as amounts reimbursable pursuant to Section 5.2(a)(vi)       
hereof. The Depositor, the Master Servicer and the Special Servicer shall       
provide on a timely basis to the Paying Agent or its designee such information  
with respect to the Trust or any REMIC Pool as is in its possession, which the  
Depositor or the Master Servicer and the Special Servicer has received or       
prepared by virtue of its role as Depositor or Master Servicer and the Special  
Servicer hereunder and reasonably requested by the Paying Agent to enable it to 
perform its obligations under this subsection, and the Paying Agent shall be    
entitled to conclusively rely on such information in the performance of its     
obligations hereunder. The Depositor shall indemnify the Trust, the Trustee and 
the Paying Agent for any liability or assessment against any of them or cost or 
expense (including attorneys' fees) incurred by them resulting from any error   
resulting from bad faith, negligence, or willful malfeasance of the Depositor in
providing any information for which the Depositor is responsible for preparing. 
The Master Servicer and the Special Servicer shall indemnify the Trustee, the   
Paying Agent and the Depositor for any liability or assessment against the      
Trustee, the Depositor, the Paying Agent or any REMIC Pool and any expenses     
incurred in connection with such liability or assessment (including attorneys'  
fees) resulting from any error in any of such tax or information returns        
resulting from errors in the information provided by the Master Servicer or the 
Special Servicer, as the case may be, or caused by the negligence, willful      
misconduct or bad faith of the Master Servicer or the Special Servicer, as the  
case may be. The Paying Agent shall indemnify the Master Servicer, the Depositor
or any REMIC Pool for any expense incurred by the Master Servicer, the Depositor
and any REMIC Pool resulting from any error in any of such tax or information   
returns resulting from errors in the preparation of such returns caused by the  
negligence, willful misconduct or bad faith of the Paying Agent. Each           
indemnified party shall immediately notify the indemnifying party or parties of 
the existence of a claim for indemnification under this Section 12.1(e), and    
provide the indemnifying party or parties, at the expense of such indemnifying  
party or parties, an opportunity to contest the tax or assessment or expense    
giving rise to such claim, provided that the failure to give such notification  
rights shall not affect the indemnification rights in favor of any REMIC Pool   
under this Section 12.1(e). Any such indemnification shall survive the          
resignation or termination of the Master Servicer, the Paying Agent or the      
Special Servicer, or the termination of this Agreement.                         

             (f) The Paying Agent shall perform on behalf of each REMIC Pool
all reporting and other tax compliance duties that are the responsibility of    
such REMIC Pool under the Code, REMIC Provisions, or other compliance guidance  
issued by the Internal Revenue Service or any state or local taxing authority.  
Among its other duties, the Paying Agent shall provide (i) to the Internal      
Revenue Service or other Persons (including, but not limited to, the Transferor 
of a Residual Certificate, to a Disqualified Organization or to an agent that   
has acquired a Residual Certificate on behalf of a Disqualified Organization)   
such information as is necessary for the application of any tax relating to the 
transfer of a Residual Certificate to any Disqualified Organization and (ii) to 
the Certificateholders such information or reports as are required by the Code  
or REMIC Provisions.                                                            

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           (g) The Paying Agent shall forward to the Depositor copies of
quarterly and annual REMIC tax returns and Internal Revenue Service Form 1099   
information returns and such other information within the control of the Paying 
Agent as the Depositor may reasonably request in writing. Moreover, the Paying  
Agent shall forward to each Certificateholder such forms and furnish such       
information within its control as are required by the Code to be furnished to   
them, shall prepare and file with the appropriate state authorities as may to   
the actual knowledge of a Responsible Officer of the Paying Agent be required by
applicable law and shall prepare and disseminate to Certificateholders Internal 
Revenue Service Forms 1099 (or otherwise furnish information within the control 
of the Paying Agent) to the extent required by applicable law. The Paying Agent 
will make available to any Certificateholder any tax related information        
required to be made available to Certificateholders pursuant to the Code and any
regulations thereunder.                                                         

            (h) The Holder of more than 50% of the Percentage Interests in
Class R-I, Class R-II and Class R-III Certificates, respectively (or of the     
greatest percentage of such Class R-I, Class R-II and Class R-III Certificates  
if no Holder holds more than 50% thereof), shall be the applicable REMIC Pool's 
Tax Matters Person. The duties of the Tax Matters Person for each of the REMIC  
Pools are hereby delegated to the Paying Agent and each Residual                
Certificateholder, by acceptance of its Residual Certificate, agrees, on behalf 
of itself and all successor holders of such Residual Certificate, to such       
delegation to the Paying Agent as their agent and attorney in fact. If the Code 
or applicable regulations prohibits the Paying Agent from signing any applicable
Internal Revenue Service, court or other administrative documents or from acting
as Tax Matters Person (as an agent or otherwise), the Paying Agent shall take   
whatever action is necessary for the signing of such documents and designation  
of a Tax Matters Person, including the designation of such Residual             
Certificateholder. The Paying Agent shall not be required to expend or risk its 
own funds or otherwise incur any other financial liability in the performance of
its duties hereunder or in the exercise of any of its rights or powers (except  
to the extent of the ordinary expenses of performing its duties under this      
Agreement), if it shall have reasonable grounds for believing that repayment of 
such funds or adequate indemnity against such risk or liability is not          
reasonably assured to it.                                                       

            (i) The Trustee, the Paying Agent, the Holders of the Residual
Certificates, the Master Servicer and the Special Servicer shall each exercise  
reasonable care, to the extent within its control, and with respect to each of  
the Trustee, Paying Agent, the Master Servicer and the Special Servicer, within 
the scope of its express duties, and shall each act in accordance with this     
Agreement and the REMIC Provisions in order to create and maintain the status of
each REMIC Pool as a REMIC and the Class P Grantor Trust as a grantor trust or, 
as appropriate, adopt a plan of complete liquidation with respect to each REMIC 
Pool.                                                                           

         (j) The Trustee, the Paying Agent, the Master Servicer, the
Special Servicer, and the Holders of Residual Certificates shall not take any   
action or fail to take any action or cause any REMIC Pool to take any action or 
fail to take any action if any of such persons knows or could, upon the exercise
of reasonable diligence, know, that, under the REMIC Provisions such action or  
failure, as the case may be, could (i) endanger the status of any REMIC Pool as 
a REMIC (ii) result in the imposition of a tax upon any REMIC Pool (including   
but not limited to the tax on prohibited transactions as defined in Code Section
860F(a)(2)) or (iii) endanger the status of the Class P Grantor Trust as a      
grantor trust unless the Trustee and the Paying Agent have received an Opinion  
of Counsel (at the expense of the party seeking to take such action) to         

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the effect that the contemplated action will not endanger such status or result 
in the imposition of such a tax. Any action required under this section which   
would result in an unusual or unexpected expense shall be undertaken at the     
expense of the party seeking the Trustee, the Paying Agent or the Holders of the
Residual Certificates to undertake such action.                                 

           (k) In the event that any tax is imposed on any REMIC created
hereunder, including, without limitation, "prohibited transactions" taxes as    
defined in Section 860F(a)(2) of the Code, any tax on "net income from          
foreclosure property" as defined in Section 860G(c) of the Code, any taxes on   
contributions to any REMIC created hereunder after the Startup Day pursuant to  
Section 860G(d) of the Code, and any other tax imposed by the Code or any       
applicable provisions of state or local tax laws (other than any tax permitted  
to be incurred by the Special Servicer pursuant to Section 9.14(e)), such tax,  
together with all incidental costs and expenses (including, without limitation, 
penalties and reasonable attorneys' fees), shall be charged to and paid by: (i) 
the Paying Agent, if such tax arises out of or results from a breach of any of  
its obligations under this Agreement; (ii) the Special Servicer, if such tax    
arises out of or results from a breach by the Special Servicer of any of its    
obligations under this Agreement; (iii) the Master Servicer, if such tax arises 
out of or results from a breach by the Master Servicer of any of its obligations
under this Agreement; and (iv) the Trust in all other instances. Any tax        
permitted to be incurred by the Special Servicer pursuant to Section 9.14(e)    
shall be charged to and paid by the Trust from the net income generated on the  
related REO Property. Any such amounts payable by the Trust in respect of taxes 
shall be paid by the Paying Agent out of amounts on deposit in the Distribution 
Account.                                                                        

            (l) The Paying Agent and, to the extent that books and records
are maintained by the Master Servicer or the Special Servicer in the normal     
course of its business, the Master Servicer and the Special Servicer shall, for 
federal income tax purposes, maintain books and records with respect to each    
REMIC Pool on a calendar year and on an accrual basis. Notwithstanding anything 
to the contrary contained herein, except to the extent provided otherwise in the
Mortgage Loans or in the Mortgages, all amounts collected on the Mortgage Loans 
shall, for federal income tax purposes, be allocated first to interest due and  
payable on the Mortgage Loans (including interest on overdue interest, other    
than additional interest at a penalty rate payable following a default). The    
books and records must be sufficient concerning the nature and amount of each   
REMIC Pool's investments to show that such REMIC Pool has complied with the     
REMIC Provisions.                                                               

            (m) Neither the Trustee, the Paying Agent, the Master Servicer
nor the Special Servicer shall enter into any arrangement by which any REMIC    
Pool will receive a fee or other compensation for services.                     

              (n) In order to enable the Paying Agent to perform its duties as
set forth herein, the Depositor shall provide, or cause to be provided, to the  
Paying Agent within ten (10) days after the Closing Date all information or data
that the Paying Agent reasonably determines to be relevant for tax purposes on  
the valuations and offering prices of the Certificates, including, without      
limitation, the yield, prepayment assumption, issue prices and projected cash   
flows of the Certificates, as applicable, and the projected cash flows of the   
Mortgage Loans. Thereafter, the Depositor shall provide to the Paying Agent or  
its designee, promptly upon request therefor, any such additional information or
data within the Depositor's possession or knowledge that the Paying Agent may,  
from time to time, reasonably request in order to enable the Paying Agent to    

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perform its duties as set forth herein. The Paying Agent is hereby directed to  
use any and all such information or data provided by the Depositor in the       
preparation of all federal and state income or franchise tax and information    
returns and reports for each REMIC Pool to Certificateholders as required       
herein. The Depositor hereby indemnifies the Trustee, the Paying Agent and each 
REMIC Pool for any losses, liabilities, damages, claims, expenses (including    
attorneys' fees) or assessments against the Trustee, the Paying Agent and each  
REMIC Pool arising from any errors or miscalculations of the Paying Agent       
pursuant to this Section that result from any failure of the Depositor to       
provide, or to cause to be provided, accurate information or data to the Paying 
Agent (but not resulting from the methodology employed by the Paying Agent) on a
timely basis and such indemnification shall survive the termination of this     
Agreement and the termination or resignation of the Paying Agent.               

          The Paying Agent agrees that all such information or data so
obtained by it are to be regarded as confidential information and agrees that it
shall use its reasonable best efforts to retain in confidence, and shall ensure 
that its officers, employees and representatives retain in confidence, and shall
not disclose, without the prior written consent of the Depositor, any or all of 
such information or data, or make any use whatsoever (other than for the        
purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally
available to the public (other than as a result of a breach of this Section     
12.1(n)) or is required by law or applicable regulations to be disclosed or is  
disclosed (i) to independent auditors and accountants, counsel and other        
professional advisers of the Paying Agent and its parent, or (ii) in connection 
with its rights and obligations under this Agreement.                           

         (o) At all times as may be required by the Code, the Master
Servicer will to the extent within its control and the scope of its duties more 
specifically set forth herein, maintain substantially all of the assets of REMIC
I as "qualified mortgages" as defined in Section 860G(a)(3) of the Code and     
"permitted investments" as defined in Section 860G(a)(5) of the Code.           

        (p) For the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" for each Class of     
Certificates representing a regular interest in REMIC III, for each Class of    
REMIC I Regular Interests and for each Class of REMIC II Regular Interests is   
the Rated Final Distribution Date; provided that the "latest possible maturity  
date" for the Class X-2 Certificates is the Distribution Date in April 2014.    

              Section 12.2 Prohibited Transactions and Activities. Neither the
Trustee, the Paying Agent, the Master Servicer nor the Special Servicer shall   
permit the sale, disposition or substitution of any of the Mortgage Loans       
(except in a disposition pursuant to (i) the foreclosure or default of a        
Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the   
termination of any REMIC Pool in a "qualified liquidation" as defined in Section
860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof),  
nor acquire any assets for the Trust, except as provided in Article II hereof,  
nor sell or dispose of any investments in the Certificate Account or            
Distribution Account for gain, nor accept any contributions to any REMIC Pool   
(other than a cash contribution during the 3-month period beginning on the      
Startup Day), unless it has received an Opinion of Counsel (at the expense of   
the Person requesting such action) to the effect that such disposition,         
acquisition, substitution, or acceptance will not (A) affect adversely the      
status of any REMIC Pool as a REMIC or of the REMIC Certificates, other than the
Residual                                                                        

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Certificates, as the regular interests therein, (B) affect the distribution of  
interest or principal on the Certificates, (C) result in the encumbrance of the 
assets transferred or assigned to any REMIC Pool (except pursuant to the        
provisions of this Agreement) or (D) cause any REMIC Pool to be subject to a tax
on "prohibited transactions" or "prohibited contributions" or other tax pursuant
to the REMIC Provisions.                                                        

           Section 12.3 Modifications of Mortgage Loans. Notwithstanding
anything to the contrary in this Agreement, neither the Trustee, the Paying     
Agent, the Master Servicer nor the Special Servicer shall permit any            
modification of a Money Term of a Mortgage Loan or a Specially Serviced Mortgage
Loan unless (i) the Trustee, the Special Servicer, Paying Agent and the Master  
Servicer have received a Nondisqualification Opinion or a ruling from the       
Internal Revenue Service (at the expense of the party making the request that   
the Master Servicer or the Special Servicer modify the Mortgage Loan or a       
Specially Serviced Mortgage Loan) to the effect that such modification would not
be treated as an exchange pursuant to Section 1001 of the Code (or, if it would 
be so treated, would not be treated as a "significant modification" for purposes
of Section 1.860G-2(b) of the Treasury Regulations) or (ii) such modification   
meets the requirements set forth in Sections 8.18 or 9.5.                       

              Section 12.4 Liability with Respect to Certain Taxes and Loss of
REMIC Status. In the event that any REMIC Pool fails to qualify as a REMIC,     
loses its status as a REMIC, or incurs state or local taxes, or tax as a result 
of a prohibited transaction or prohibited contribution subject to taxation under
the REMIC Provisions due to the negligent performance by either the Trustee or  
the Paying Agent of its respective duties and obligations set forth herein, the 
Trustee or the Paying Agent, as the case may be, shall be liable to the REMIC   
Pools and the Holders of the Residual Certificates for any and all losses,      
claims, damages, liabilities or expenses ("Losses") resulting from such         
negligence and relating to the Residual Certificates; provided, however, that   
the Trustee, or the Paying Agent, as applicable, shall not be liable for any    
such Losses attributable to the action or inaction of the Master Servicer, the  
Special Servicer, the Trustee (with respect to the Paying Agent), the Paying    
Agent (with respect to the Trustee), the Depositor or the Holders of such       
Residual Certificates nor for any such Losses resulting from any actions or     
failure to act based upon reliance on an Opinion of Counsel or from             
misinformation provided by the Master Servicer, the Special Servicer, the       
Trustee (with respect to the Paying Agent), the Paying Agent (with respect to   
the Trustee), the Depositor or such Holders of the Residual Certificates on     
which the Trustee or the Paying Agent, as the case may be, has relied. The      
foregoing shall not be deemed to limit or restrict the rights and remedies of   
the Holders of the Residual Certificates now or hereafter existing at law or in 
equity. The Trustee or the Paying Agent shall be entitled to intervene in any   
litigation in connection with the foregoing and to maintain control over its    
defense.                                                                        

Section 12.5 Class P Grantor Trust.               

            (a) The assets of the Class P Grantor Trust, consisting of the
right to any Excess Interest in respect of the ARD Loans and the Excess Interest
Sub-account, shall be held by the Paying Agent for the benefit of the Holders of
the Class P Grantor Trust Interest, represented by the Class P Certificates,    
which Class P Certificates, in the aggregate, will evidence 100% beneficial     
ownership of such assets from and after the Closing Date. It is intended that   
the portion of the Trust consisting of the Class P Grantor Trust will be treated
as a separate grantor trust for federal income tax purposes, and each of the    
parties to this Agreement                                                       

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agrees that it will not take any action that is inconsistent with establishing  
or maintaining such treatment. Under no circumstances may the Paying Agent vary 
the assets of the Class P Grantor Trust so as to take advantage of variations in
the market so as to improve the rate of return of Holders of the Class P        
Certificates. The Paying Agent shall be deemed to hold and shall account for    
each of the Class P Grantor Trust separate and apart from the assets of REMIC I,
REMIC II and REMIC III created hereunder.                                       

              (b) The parties intend that the portions of the Trust consisting
of the Class P Grantor Trust shall constitute, and that the affairs of the Trust
(exclusive of the REMIC Pools) shall be conducted so as to qualify such portion 
as, a "grantor trust" under the Code, and the provisions hereof shall be        
interpreted consistently with this intention. In furtherance of such intention, 
the Paying Agent shall furnish or cause to be furnished to the Class P          
Certificateholders and shall file, or cause to be filed with the Internal       
Revenue Service, together with Form 1041 or such other form as may be           
applicable, information returns with respect to income and expenses relating to 
their shares of the income and expenses of the Class P Grantor Trust and with   
respect to the Class P Grantor Trust, on the cash or accrual method of          
accounting and so as to enable reporting to Holders of Class P Certificates     
based on their annual accounting period, at the time or times and in the manner 
required by the Code.                                                           

ARTICLE XIII
 EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

             Section 13.1 Intent of the Parties; Reasonableness. Except with
respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto    
acknowledge and agree that the purpose of Article XIII of this Agreement is to  
facilitate compliance by the Depositor with the provisions of Regulation AB and 
related rules and regulations of the Commission. Neither the Depositor nor the  
Paying Agent shall exercise its right to request delivery of information or     
other performance under these provisions other than in good faith, or (except   
with respect to Section 13.9, Section 13.10 or Section 13.11) for purposes other
than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley   
Act and, in each case, the rules and regulations of the Commission thereunder.  
The parties hereto acknowledge that interpretations of the requirements of      
Regulation AB may change over time, whether due to interpretive guidance        
provided by the Commission or its staff, or otherwise, and agree to comply with 
requests made by the Depositor or the Paying Agent in good faith for delivery of
information under these provisions on the basis of evolving interpretations of  
the requirements of Regulation AB. In connection with the Bear Stearns          
Commercial Mortgage Securities Inc., Series 2007-TOP26 transaction, each of the 
Master Servicer, the Special Servicer, any Primary Servicer, the Trustee and the
Paying Agent shall cooperate fully with the Depositor and the Paying Agent, as  
applicable, to deliver or make available to the Depositor or the Paying Agent,  
as applicable (including any of their assignees or designees), any and all      
statements, reports, certifications, records and any other information in its   
possession and necessary in the good faith determination of the Depositor or the
Paying Agent, as applicable, to permit the Depositor to comply with the         
provisions of Regulation AB, together with such disclosure relating to the      
Master Servicer, the Special Servicer, the Primary Servicer, the Trustee and the
Paying Agent, as applicable, and any Sub-Servicer, or the Servicing of the      
Mortgage Loans, reasonably believed by the Depositor or the Paying Agent, as    
applicable, to be necessary in order to effect such compliance. None of the     
Master Servicer, the Primary Servicer, the Trustee or the Special Servicer are  
responsible for filing any Exchange Act report with the Commission.             

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             Section 13.2 Information to be Provided by the Master Servicer,
the Special Servicer, any Primary Servicer and the Paying Agent.                

            (a) For so long as the Trust, and with respect to any Serviced
Companion Mortgage Loan that is deposited into an Other Securitization, such    
Other Securitization, is subject to the reporting requirements of the Exchange  
Act, the Master Servicer, the Special Servicer, any Primary Servicer, the       
Trustee and the Paying Agent shall (and each of the Master Servicer, the Special
Servicer, any Primary Servicer, the Trustee and the Paying Agent, as applicable,
shall (a) use reasonable efforts to cause each Sub-Servicer (other than any     
party to this Agreement) with which it has entered into a servicing relationship
on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause
each Sub-Servicer (other than any party to this Agreement) with which it has    
entered into a servicing relationship after the Closing Date with respect to the
Mortgage Loans, to) (i) notify the Depositor, or the depositor in the Other     
Securitization with respect to the related Serviced Companion Mortgage Loan, in 
writing of (A) any litigation or governmental proceedings pending against the   
Master Servicer, the Special Servicer, any Primary Servicer, the Trustee, the   
Paying Agent or such Sub-Servicer, as the case may be, or with respect to any of
its property, that, in each such case, would be material to Certificateholders  
and (B) any affiliations of the type described in Item 1119 of Regulation AB or 
relationships of the type described in Item 1119 of Regulation AB that develop  
following the Closing Date between the Master Servicer, the Special Servicer,   
any Primary Servicer, the Trustee or the Paying Agent (or, if applicable, any   
Sub-Servicer) (and any other parties identified in writing by the requesting    
party), on the one hand, and any other such party on the other, as the case may 
be, as such affiliation or relationship relates to the Bear Stearns Commercial  
Mortgage Securities Inc., Series 2007-TOP26 transaction (or an Other            
Securitization, if applicable), and (ii) provide to the Depositor a description 
of such legal proceedings, affiliations or relationships, in each case, in a    
form that would enable the Depositor to satisfy its reporting obligations under 
Item 1117 or 1119 of Regulation AB, as applicable.                              

               (b) In connection with the succession to the Master Servicer, the
Special Servicer, any Primary Servicer, any Additional Servicer, any            
Sub-Servicer or the Trustee as servicer or trustee under this Agreement by any  
Person (i) into which the Master Servicer, the Special Servicer, any Primary    
Servicer, any Additional Servicer, any Sub-Servicer or the Trustee, as the case 
may be, may be merged or consolidated, or (ii) which may be appointed as a      
successor to the Master Servicer, the Special Servicer, any Primary Servicer,   
any Additional Servicer, any Sub-Servicer or the Trustee, as the case may be,   
the Master Servicer, the Special Servicer, any Primary Servicer, any Additional 
Servicer, any Sub-Servicer or the Trustee, as the case may be, shall (and each  
of the Master Servicer, the Special Servicer, any Primary Servicer or the       
Trustee, as applicable, shall (a) use reasonable efforts to cause each          
Additional Servicer and each Sub-Servicer (other than any party to this         
Agreement) with which it has entered into a servicing relationship on or prior  
to the Closing Date with respect to the Mortgage Loans and (b) cause each       
Additional Servicer and each Sub-Servicer (other than any party to this         
Agreement) with which it has entered into a servicing relationship after the    
Closing Date with respect to the Mortgage Loans, to) provide to the Depositor,  
at least 15 calendar days prior to the effective date of such succession or     
appointment, as long as such disclosure prior to such effective date would not  
be violative of any applicable law or confidentiality agreement, otherwise no   
later than the effective date of such succession or appointment, (x) written    
notice to the Depositor of such succession or appointment and (y) in writing and
in form and substance reasonably satisfactory to the Depositor, all information 
reasonably requested by the Depositor so that it may comply                     

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with its reporting obligation under Item 6.02 of Form 8-K as it relates to the  
Servicing Function with respect to any class of Certificates.                   

              (c) With respect to any Serviced Companion Mortgage Loan that is
deposited into an Other Securitization, the Master Servicer, any Primary        
Servicer (if applicable), the Special Servicer, the Trustee and the Paying Agent
will take all actions reasonably requested of it to enable such Other           
Securitization to comply with Regulation AB. For the avoidance of doubt and     
without limiting the foregoing, the Master Servicer, the Special Servicer, any  
Primary Servicer, the Trustee and the Paying Agent will, if requested by the    
depositor for such Other Securitization, provide disclosure (in substantially   
the same form as the disclosure provided in the Prospectus Supplement, to the   
extent necessary to comply with Regulation AB) regarding the Master Servicer,   
the Primary Servicer, the Special Servicer, the Trustee and the Paying Agent,   
respectively, as reasonably and in good faith determined by the depositor in    
such Other Securitization to be required by Regulation AB for inclusion in      
disclosure documents with respect to such Other Securitization, together with an
opinion of counsel as to the compliance of such disclosure with the requirements
of Regulation AB and indemnification substantially similar to that provided in  
connection with the offering of the Certificates regarding damages incurred in  
connection with the non-compliance with the requirements of Regulation AB       
relating to the disclosure referred to in this sentence.                        

Section 13.3 Filing Obligations.                  

              The Master Servicer, the Special Servicer, any Primary Servicer,
the Paying Agent, the Trustee and each Sub-Servicer shall, and the Master       
Servicer, the Special Servicer, any Primary Servicer, the Paying Agent, the     
Trustee and each Sub-Servicer, as applicable, shall (a) use reasonable efforts  
to cause each Sub-Servicer (other than any party to this Agreement) with which  
it has entered into a servicing relationship on or prior to the Closing Date    
with respect to the Mortgage Loans and (b) cause each Sub-Servicer (other than  
any party to this Agreement) with which it has entered into a servicing         
relationship after the Closing Date with respect to the Mortgage Loans, to,     
reasonably cooperate with the Depositor in connection with the satisfaction of  
the Trust's reporting requirements under the Exchange Act.                      

           Section 13.4 Form 10-D Filings. Within 15 calendar days after
each Distribution Date (the "10-D Filing Deadline") (subject to permitted       
extensions under the Exchange Act), the Paying Agent shall prepare and file on  
behalf of the Trust any Form 10-D required by the Exchange Act, in form and     
substance as required by the Exchange Act. The Paying Agent shall file each Form
10-D with a copy of the related Monthly Certificateholder's Report attached     
thereto. Any necessary disclosure in addition to the Monthly Certificateholder's
Report that is required to be included on Form 10-D ("Additional Form 10-D      
Disclosure") shall, pursuant to the immediately succeeding paragraph, be        
reported by the parties set forth on Schedule XV and directed to the Depositor  
and the Paying Agent for approval by the Depositor. The Paying Agent will have  
no duty or liability for any failure hereunder to determine or prepare any      
Additional Form 10-D Disclosure (other than such Additional Form 10-D Disclosure
which is to be reported by it as set forth on Schedule XV) absent such          
reporting, direction and approval.                                              

               For so long as the Trust is subject to the reporting requirements
of the Exchange Act, within 5 calendar days after the related Distribution Date,
each Person identified on                                                       

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Schedule XV shall be required to provide to the Depositor and the Paying Agent  
(or, with respect to any Serviced Companion Mortgage Loan that is deposited into
an Other Securitization, the depositor and the trustee in such Other            
Securitization), to the extent known by such person, the form and substance of  
the corresponding Additional Form 10-D Disclosure set forth on Schedule XV, if  
applicable, and in a form readily convertible to an EDGAR-compatible format, or 
in such other form as otherwise agreed by the Depositor, the Paying Agent and   
such party. Each Person set forth on Schedule XV hereto shall include with such 
Additional Form 10-D Disclosure an Additional Disclosure Notification in the    
form attached hereto as Schedule XVIII. The Paying Agent shall provide prompt   
notice to the Depositor (or, with respect to a Serviced Companion Loan deposited
into an Other Securitization, the depositor and the trustee in such Other       
Securitization) to the extent the Paying Agent is notified of an event          
reportable on Form 10-D for which it has not received the necessary Additional  
Form 10-D Disclosure from such party. The Paying Agent shall have no duty under 
this Agreement to monitor or enforce the performance by the parties listed on   
Schedule XV of their duties under this paragraph or proactively solicit or      
procure from any such parties any Additional Form 10-D Disclosure information.  
Unless otherwise directed by the Depositor, and subject to any comments received
to such disclosure from the Depositor by the 2nd calendar day after such 5th    
calendar day after the related Distribution Date, the Paying Agent shall include
the form and substance of the Additional Form 10-D Disclosure on the related    
Form 10-D. The Depositor will be responsible for any reasonable fees charged and
out-of-pocket expenses incurred by the Paying Agent in connection with including
any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. Any
notice delivered to the Paying Agent pursuant to this paragraph shall be        
delivered by facsimile to (443) 542-6156 and by email to                        
cts.sec.notifications@wellsfargo.com, or such other address as may hereafter be 
furnished by the Paying Agent to the other parties in writing.                  

              On or prior to the end of business on the 11th calendar day (or,
if such day is not a Business Day, the immediately preceding Business Day) after
the related Distribution Date the Paying Agent shall prepare and deliver        
electronically the Form 10-D to the Depositor for review. No later than the end 
of business on the 12th calendar day after the related Distribution Date, the   
Depositor shall notify the Paying Agent in writing (which may be furnished      
electronically) of any changes to such Form 10-D. No later than the end of      
business on the 13th calendar day after the related Distribution Date, the      
Depositor shall notify the Paying Agent in writing (which may be furnished      
electronically) of its approval of such Form 10-D, and shall sign the Form 10-D 
and return an electronic or fax copy of such signed Form 10-D (with an original 
executed hard copy to follow by overnight mail) to the Paying Agent. Form 10-D  
requires the registrant to indicate (by checking "yes" or "no") that it "(1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange   
Act during the preceding 12 months (or for such shorter period that the         
registrant was required to file such reports), and (2) has been subject to such 
filing requirements for the past 90 days." The Depositor hereby instructs the   
Paying Agent, with respect to each Form 10-D, to check "yes" for each item      
unless the Paying Agent has received prior written notice (which may be         
furnished electronically) from the Depositor that the answer should be "no" for 
an item which notice shall be delivered to the Paying Agent no later than the   
end of business on the 13th calendar day after the related Distribution Date.   
The Paying Agent shall (a) file such Form 10-D not later than 5:30 p.m. (New    
York City time) on the 15th calendar day after the                              

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related Distribution Date or (b) use commercially reasonable best efforts to    
file such Form 10-D, if the Paying Agent received the signed Form 10-D after the
signing deadline set forth in Section 13.14, not later than 5:30 p.m. (New York 
City time) on the 15th calendar day after the related Distribution Date;        
provided that if the Paying Agent cannot file the Form 10-D prior to the        
deadline set forth in the immediately preceding clause (b), the Paying Agent    
shall file such Form 10-D as soon as possible thereafter. If a Form 10-D cannot 
be filed on time or if a previously filed Form 10-D needs to be amended, the    
Paying Agent will follow the procedures set forth in Section 13.8(b). After     
filing with the Commission, the Paying Agent shall promptly, pursuant to Section
5.4, make available on its internet website a final executed copy of each Form  
10-D prepared and filed by the Paying Agent. The parties to this Agreement      
acknowledge (and each Additional Servicer and each Servicing Function           
Participant shall be required to acknowledge) that the performance by the Paying
Agent of its duties under this Section 13.4 related to the timely preparation   
and filing of Form 10-D is contingent upon such parties (and, to the extent     
applicable, any Additional Servicer or Servicing Function Participant) observing
all applicable deadlines in the performance of their duties under this Section  
13.4. The Paying Agent shall have no liability for any loss, expense, damage,   
claim arising out of or with respect to any failure to properly prepare, arrange
for execution or file such Form 10-D where such failure results from the Paying 
Agent's inability or failure to receive on a timely basis any information from  
any other party hereto needed to prepare, arrange for execution or file such    
Form 10-D, not resulting from its own negligence, bad faith or willful          
misconduct. Any notices or draft Form 10-D delivered to the Depositor pursuant  
to this Section 13.4 shall be delivered by email to RegABNotifications@bear.com,
or such other address as may hereafter be furnished by the Depositor to the     
other parties in writing.                                                       

Section 13.5 Form 10-K Filings.                   

       On or prior to 5:30 p.m. (New York City time) on the 90th
calendar day after the end of each fiscal year of the Trust or such earlier date
as may be required by the Exchange Act (the "10-K Filing Deadline") (it being   
understood that the fiscal year for the Trust ends on December 31st of each     
year), commencing in March 2008, the Paying Agent shall prepare and file on     
behalf of the Trust a Form 10-K, in form and substance as required by the       
Exchange Act. Each such Form 10-K shall include the following items, in each    
case to the extent they have been delivered to the Paying Agent within the      
applicable time frames set forth in this Agreement, (i) an annual compliance    
statement for each Reporting Servicer, as set forth under Section 13.9, (ii)(A) 
the annual reports on assessment of compliance with Servicing Criteria for each 
Reporting Servicer, as set forth under Section 13.10, and (B) if any Reporting  
Servicer's report on assessment of compliance with Servicing Criteria described 
under Section 13.10 identifies any material instance of noncompliance,          
disclosure identifying such instance of noncompliance, or if any Reporting      
Servicer's report on assessment of compliance with Servicing Criteria described 
under Section 13.10 is not included as an exhibit to such Form 10-K, disclosure 
that such report is not included and an explanation as to why such report is not
included, (iii)(A) the registered public accounting firm attestation report for 
each Reporting Servicer, as set forth under Section 13.11, and (B) if any       
registered public accounting firm attestation report described under Section    
13.11 identifies any material instance of noncompliance, disclosure identifying 
such instance of noncompliance, or if any such registered public accounting firm
attestation report is not included as an exhibit to such Form 10-K, disclosure  
that such report is not included and an explanation as to why such report is not
included, and (iv) a Sarbanes-Oxley Certification as set forth in Section 13.6. 
Any disclosure or information in addition to (i) through (iv) above that is     
required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, 
pursuant to the paragraph immediately below, be reported by the parties set     
forth on Schedule XVI and directed to the Depositor and the Paying Agent for    
approval by the Depositor.                                                      

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The Paying Agent will have no duty or liability for any failure hereunder to    
determine or prepare any Additional Form 10-K Disclosure (other than such       
Additional Form 10-K Disclosure which is to be reported by it as set forth on   
Schedule XVI) absent such reporting, direction and approval.                    

         For so long as the Trust, and, with respect to any Serviced
Companion Mortgage Loan, the trust in the related Other Securitization, are     
subject to the reporting requirements of the Exchange Act, no later than March  
7th of each year subsequent to the fiscal year that the Trust is subject to the 
Exchange Act reporting requirements, commencing in 2008, each Person identified 
on Schedule XVI shall be required to provide to the Depositor (or, with respect 
to any Serviced Companion Mortgage Loan that is deposited into an Other         
Securitization, the depositor and the trustee in such Other Securitization) and 
the Paying Agent, to the extent known by such Person, the form and substance of 
the corresponding Additional Form 10-K Disclosure as set forth on Schedule XVI, 
if applicable, and in a form that is readily convertible to an EDGAR-compatible 
form (to the extent available to such party in such format), or in such other   
form as otherwise agreed by the Depositor, the Paying Agent and such Person.    
Each Person set forth on Schedule XVI hereto shall include with such Additional 
Form 10-K Disclosure an Additional Disclosure Notification in the form attached 
hereto as Schedule XVIII. The Paying Agent shall, at any time prior to filing   
the related Form 10-K, provide prompt notice to the Depositor to the extent the 
Paying Agent is notified of an event reportable on Form 10-K for which it has   
not received the necessary Additional Form 10-K Disclosure from such party. The 
Paying Agent has no duty under this Agreement to monitor or enforce the         
performance by the parties listed on Schedule XVI of their duties under this    
paragraph or to proactively solicit or procure from such parties any Additional 
Form 10-K Disclosure information. Unless otherwise directed by the Depositor,   
and subject to any comments received to such disclosure from the Depositor by   
March 15th, the Paying Agent shall include the form and substance of the        
Additional Form 10-K Disclosure on the related Form 10-K. The Depositor will be 
responsible for any reasonable fees charged and out-of-pocket expenses incurred 
by the Paying Agent in connection with including any Additional Form 10-K       
Disclosure on Form 10-K pursuant to this paragraph. Any notice delivered to the 
Paying Agent pursuant to this paragraph shall be delivered by facsimile to (443)
542-6156 and by email to cts.sec.notifications@wellsfargo.com, or such other    
address as may hereafter be furnished by the Paying Agent to the other parties  
in writing.                                                                     

               On or prior to the end of business on March 23rd (or, if such day
is not a Business Day, the immediately preceding Business Day), the Paying Agent
shall prepare and deliver electronically a draft copy of the Form 10-K to the   
Depositor for review. No later than 5:00 p.m. (New York City time) on the 3rd   
Business Day prior to the 10-K Filing Deadline, a senior officer in charge of   
securitization of the Depositor shall sign the Form 10-K and return an          
electronic or fax copy of such signed Form 10-K (with an original executed hard 
copy to follow by overnight mail) to the Paying Agent. Form 10-K requires the   
registrant to indicate (by checking "yes" or "no") that it "(1) has filed all   
reports required to be filed by Section 13 or 15(d) of the Exchange Act during  
the preceding 12 months (or for such shorter period that the registrant was     
required to file such reports), and (2) has been subject to such filing         
requirements for the past 90 days." The Depositor hereby instructs the Paying   
Agent, with respect to each Form 10-K, to check "yes" for each item unless the  
Paying Agent has received prior written notice (which may be furnished          
electronically) from the Depositor that the answer should be "no" for an item   
which notice shall be delivered to the Paying Agent no later than 5:00 p.m. (New
York City time) on the 3rd Business Day prior to the 10-K Filing Deadline. The  
Paying Agent shall be entitled to rely on                                       

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such representations in preparing, executing and/or filing any Form 10-K. If a  
Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be
amended, the Paying Agent will follow the procedures set forth in Section       
13.8(b). After filing with the Commission, the Paying Agent shall, pursuant to  
Section 5.4, make available on its internet website a final executed copy of    
each Form 10-K prepared and filed by the Paying Agent. The signing party at the 
Depositor can be contacted at the address identified in Section 14.5. The       
parties to this Agreement acknowledge (and each Additional Servicer and each    
Servicing Function Participant shall be required to acknowledge) that the       
performance by the Paying Agent of its duties under this Section 13.5 related to
the timely preparation and filing of Form 10-K is contingent upon such parties  
(and, to the extent applicable, any Additional Servicer or Servicing Function   
Participant) observing all applicable deadlines in the performance of their     
duties under this Article XIII. The Paying Agent shall have no liability with   
respect to any failure to properly prepare, arrange for execution or file such  
Form 10-K resulting from the Paying Agent's inability or failure to receive on a
timely basis any information from any other party hereto needed to prepare,     
arrange for execution or file such Form 10-K on a timely basis, not resulting   
from its own negligence, bad faith or willful misconduct. Any notices or draft  
Form 10-K delivered to the Depositor pursuant to this Section 13.5 shall be     
delivered by email to RegABNotifications@bear.com, or such other address as may 
hereafter be furnished by the Depositor to the other parties in writing.        

         If a Form 10-K is permitted to be filed notwithstanding any
missing information for inclusion therein, the Paying Agent shall nonetheless   
file such Form 10-K and, if Regulation AB (or Form 10-K itself) permits the     
inclusion of an explanation why such information is missing, the Paying Agent   
shall include such explanation of the circumstances (such explanation to be     
based solely on such notice regarding the same as may have been delivered to the
Paying Agent by the person responsible for the missing information).            

Section 13.6 Sarbanes-Oxley Certification.        

               Each Form 10-K shall include a certification (the "Sarbanes-Oxley
Certification"), exactly as set forth in Exhibit CC attached hereto, required to
be included therewith pursuant to the Sarbanes-Oxley Act. Each Reporting        
Servicer shall, and each Reporting Servicer shall (a) use reasonable efforts to 
cause each Servicing Function Participant (other than any party to this         
Agreement) with which it has entered into a servicing relationship on or prior  
to the Closing Date with respect to the Mortgage Loans and (b) cause each       
Servicing Function Participant (other than any party to this Agreement) with    
which it has entered into a servicing relationship after the Closing Date with  
respect to the Mortgage Loans, to, provide to the Person who signs the          
Sarbanes-Oxley Certification (the "Certifying Person"), by noon (New York City  
time) on March 15th (with no grace period) of each year subsequent to the fiscal
year in which the Trust is subject to the reporting requirements of the Exchange
Act and otherwise within a reasonable period of time upon request, a            
certification (each, a "Performance Certification"), in the form attached hereto
as Exhibit CC-1, upon which the Certifying Person, the entity for which the     
Certifying Person acts as an officer, and such entity's officers, directors and 
Affiliates (collectively with the Certifying Person, "Certification Parties")   
can reasonably rely. The senior officer in charge of securitization of the      
Depositor shall serve as the Certifying Person on behalf of the Trust. Such     
officer of the Certifying Person can be contacted at the address identified in  
Section 14.5. If any Reporting Servicer is terminated or resigns pursuant to the
terms of this Agreement, or any applicable sub-servicing agreement or primary   
servicing                                                                       

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agreement, as the case may be, such Reporting Servicer shall provide a          
Performance Certification and a reliance certificate to the Certifying Person   
pursuant to this Section 13.6 with respect to the period of time it was subject 
to this Agreement or the applicable sub-servicing or primary servicing          
agreement, as the case may be.                                                  

       Each Performance Certification shall include a reasonable
reliance provision enabling the Certification Parties to rely upon each (i)     
annual compliance statement provided pursuant to Section 13.9, (ii) annual      
report on assessment of compliance with Servicing Criteria provided pursuant to 
Section 13.10 and (iii) registered public accounting firm attestation report    
provided pursuant to Section 13.11 and shall include a certification that each  
such annual report on assessment of compliance discloses any material instances 
of noncompliance described to the registered public accountants of such         
Reporting Servicer to enable such accountants to render the attestation provided
for in Section 13.11.                                                           

         If any Serviced Companion Mortgage Loan is deposited into a
commercial mortgage securitization, and the applicable Reporting Servicer is    
provided with contact information therefor, such Reporting Servicer shall       
provide to the Person who signs the Sarbanes-Oxley Certification with respect to
an Other Securitization a Performance Certification (which shall address the    
matters contained in the Performance Certification, but solely with respect to  
the related Serviced Companion Mortgage Loan), upon which such certifying       
person, the entity for which the certifying person acts as an officer, and such 
entity's officers, directors and Affiliates can reasonably rely. With respect to
any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan      
Pooling and Servicing Agreement, the Master Servicer will use its reasonable    
efforts to procure a Sarbanes-Oxley back-up certification from the Non-Serviced 
Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer,     
Non-Servicer Mortgage Loan Paying Agent and the Non-Serviced Mortgage Loan      
Trustee in form and substance similar to a Performance Certification or in the  
form specified in the Non-Serviced Mortgage Loan Pooling and Servicing          
Agreement. The Master Servicer shall promptly forward to the Paying Agent and   
the Depositor any such Sarbanes-Oxley back-up certification received by the     
Master Servicer.                                                                

Section 13.7 Form 8-K Filings.                    

            Within four (4) Business Days after the occurrence of an event
requiring disclosure (the "8-K Filing Deadline") under Form 8-K (each a         
"Reportable Event"), the Paying Agent shall prepare and file on behalf of the   
Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor
shall file the initial Form 8-K in connection with the issuance of the          
Certificates. Any disclosure or information related to a Reportable Event or    
that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure     
Information") shall, pursuant to the paragraph immediately below, be reported by
any party set forth on Schedule XVII to which such Reportable Event relates and 
such Form 8-K Disclosure Information shall be directed to the Depositor and the 
Paying Agent for approval by the Depositor. The Paying Agent will have no duty  
or liability for any failure hereunder to determine or prepare any Form 8-K     
Disclosure Information (other than such Form 8-K Disclosure Information which is
to be reported by it as set forth on Schedule XVII) absent such reporting,      
direction and approval.                                                         

             As set forth on Schedule XVII hereto, for so long as the Trust,
and, with respect to any Serviced Companion Mortgage Loan, the trust in the     
related Other Securitization, are                                               

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subject to the Exchange Act reporting requirements, no later than noon (New York
City time) on the 2nd Business Day after the occurrence of a Reportable Event   
the applicable Person identified on such Schedule XVII shall be required to     
provide written notice to the Depositor (or with respect to any Serviced        
Companion Mortgage Loan that is deposited into an Other Securitization, the     
depositor and the trustee in such Other Securitization) and the Paying Agent of,
to the extent known by such Person, the form and substance of the corresponding 
Form 8-K Disclosure Information, as set forth on Schedule XVII, if applicable,  
and in a form that is readily convertible to an EDGAR-compatible form (to the   
extent available to such party in such format), or in such other form as        
otherwise agreed by the Depositor, the Paying Agent and such Party. Each Person 
set forth on Schedule XVII hereto shall include with such Form 8-K Disclosure   
Information an Additional Disclosure Notification in the form attached hereto as
Schedule XVII. Unless otherwise directed by the Depositor, and subject to any   
comments received to such disclosure from the Depositor by the close of business
on the 2nd Business Day after such Reportable Event, the Paying Agent shall     
include the form and substance of the Form 8-K Disclosure Information on the    
related Form 8-K. The Depositor will be responsible for any reasonable fees     
charged and out-of-pocket expenses incurred by the Paying Agent in connection   
with including any Form 8-K Disclosure Information on Form 8-K pursuant to this 
paragraph. Any notice delivered to the Paying Agent pursuant to this paragraph  
shall be delivered by facsimile to (443) 542-6156 and by email to               
cts.sec.notifications@wellsfargo.com, or such other address as may hereafter be 
furnished by the Paying Agent to the other parties in writing.                  

             No later than noon (New York City time) on the 3rd Business Day
after the Reportable Event, the Paying Agent shall prepare the Form 8-K. No     
later than the end of business on the 3rd Business Day after the Reportable     
Event, the Depositor (or with respect to any Serviced Companion Mortgage Loan   
that is deposited into an Other Securitization, the depositor in such Other     
Securitization) shall sign the Form 8-K. If so directed by the Depositor, the   
Paying Agent shall (a) file such Form 8-K not later than 5:30 p.m. (New York    
City time) on the 4th Business Day after the related Reportable Event or (b) use
reasonable best efforts to file such Form 8-K, if the Paying Agent received the 
signed Form 8-K after the end of business on the 3rd Business Day after the     
Reportable Event, not later than 5:30 pm (New York City time) on the 4th        
Business Day after the related Reportable Event; provided that if the Paying    
Agent cannot file the Form 8-K prior to the deadline set forth in the           
immediately preceding clause (b), the Paying Agent shall file such Form 8-K as  
soon as possible thereafter. If a Form 8-K cannot be filed on time or if a      
previously filed Form 8-K needs to be amended, the Paying Agent will follow the 
procedures set forth in Section 13.8(b). After filing with the Commission, the  
Paying Agent will, pursuant to Section 5.4, make available on its internet      
website a final executed copy of each Form 8-K prepared and filed by the Paying 
Agent. The parties to this Agreement acknowledge (and each Additional Servicer  
and each Servicing Function Participant shall be required to acknowledge) that  
the performance by the Paying Agent of its duties under this Section 13.7       
related to the timely preparation and filing of Form 8-K is contingent upon such
parties (and, to the extent applicable, any Additional Servicer or Servicing    
Function Participant) observing all applicable deadlines in the performance of  
their duties under this Section 13.7. The Paying Agent shall have no liability  
for any loss, expense, damage, claim arising out of or with respect to any      
failure to properly prepare and/or timely file such Form 8-K, where such failure
results from the Paying Agent's inability or failure to receive, on a timely    
basis, any information from any other party hereto needed to prepare, arrange   
for execution or file such Form 8-K, not resulting from its own negligence, bad 
faith or willful misconduct; provided, however, that the                        

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Paying Agent shall prepare, arrange for execution and file such Form 8-K where  
such information from such other party is not received on a timely basis or not 
provided by such other party. Any notices or draft Form 8-K delivered to the    
Depositor pursuant to this Section 13.7 shall be delivered by email to          
RegABNotifications@bear.com, or such other address as may hereafter be furnished
by the Depositor to the other parties in writing.                               

        Notwithstanding the second preceding paragraph, the Master
Servicer, the Special Servicer, the Primary Servicer, the Paying Agent, the     
Trustee, each Sub-Servicer and each Servicing Function Participant, shall       
promptly notify (and the Master Servicer, the Special Servicer, the Primary     
Servicer, the Paying Agent, the Trustee each Sub-Servicer and each Servicing    
Function Participant shall (a) use reasonable efforts to cause each Sub-Servicer
and each Servicing Function Participant (other than any party to this Agreement)
with which it has entered into a servicing relationship on or prior to the      
Closing Date with respect to the Mortgage Loans and (b) cause each Sub-Servicer 
and each Servicing Function Participant (other than any party to this Agreement)
with which it has entered into a servicing relationship after the Closing Date  
with respect to the Mortgage Loans, to promptly notify) the Depositor and the   
Paying Agent, but in no event later than noon on the 2nd Business Day after its 
occurrence, of any Reportable Event of which it has actual knowledge to the     
extent such party is identified as a "Responsible Party" on Schedule XVII with  
regard to such Reportable Event.                                                

           Section 13.8 Form 15 Filing; Incomplete Exchange Act Filings;
Amendments to Exchange Act Reports.                                             

               (a) On or before January 30 of the first year in which the Paying
Agent is able to do so under applicable law, the Paying Agent shall prepare and 
file a Form 15 Suspension Notification relating to the automatic suspension of  
reporting in respect of the Trust under the Exchange Act. After the filing of   
Form 15, the obligations of the parties to this Agreement under Sections 13.4,  
13.5 and 13.7 (and the obligations of the Primary Servicer under clauses (i),   
(ii) and (iii) of Section 5.13(c) of the Primary Servicing Agreement) shall be  
suspended for so long as neither the Trust nor, with respect to any Serviced    
Companion Mortgage Loan, the trust in the related Other Securitization, is      
subject to the reporting requirements of the Exchange Act. The Paying Agent     
shall provide each Reporting Servicer with notice (which notice may be sent via 
facsimile or by email) if the Paying Agent does not file such Form 15 Suspension
Notification pursuant to this Section 13.8(a).                                  

             (b) The Paying Agent shall promptly notify the Depositor (which
notice may be sent by facsimile or by email and which shall include the identity
of those Reporting Servicers who did not deliver such information) and each     
Reporting Servicer that failed to deliver such information required to be       
delivered by it under this Agreement, if all, or any portion of, any required   
disclosure information to be included in any Form 8-K, Form 10-D or Form 10-K   
required to be filed pursuant to this Agreement is not delivered to it within   
the delivery deadlines set forth in this Agreement (including annual compliance 
statements pursuant to Section 13.9, annual reports on assessment of compliance 
with servicing criteria pursuant to Section 13.10 and attestation reports       
pursuant to Section 13.11). If the Paying Agent is unable to timely file with   
the Commission all or any required portion of any Form 8-K, Form 10-D or Form   
10-K required to be filed by this Agreement because required disclosure         
information either was not delivered to it or was delivered to it after the     
delivery deadlines set forth in this Agreement or for any other reason, the     
Paying Agent shall promptly notify the Depositor (which may be sent by facsimile
or                                                                              

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by email, and which notice shall include the identity of those Reporting        
Servicers who either did not deliver such information or delivered such         
information to it after the delivery deadlines set forth in this Agreement) and 
each Reporting Servicer that failed to make such delivery. In the case of Form  
10-D and Form 10-K, each such Reporting Servicer shall cooperate with the       
Depositor and the Paying Agent to prepare and file a Form 12b-25 and a Form     
10-D/A and Form 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange   
Act, which forms shall be filed no later than one calendar day after the        
original due date for the related Form 10-D or Form 10-K, as applicable. In the 
case of Form 8-K, the Paying Agent shall, upon receipt of all required Form 8-K 
Disclosure Information and upon the approval and direction of the Depositor,    
include such disclosure information on the next Form 10-D that is required to be
filed on behalf of the Trust. In the event that any previously filed Form 8-K,  
Form 10-D or Form 10-K needs to be amended, the Paying Agent shall notify the   
Depositor and such other parties as may be required and such parties shall      
cooperate to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any  
Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K shall 
be signed, in the case of Form 15, Form 12b-25 or any amendment to Form 8-K or  
Form 10-D, by a duly authorized officer of the Depositor, and in the case of    
Form 10-K, by a senior officer of the Depositor in charge of securitization. The
parties to this Agreement acknowledge (and each Additional Servicer and each    
Servicing Function Participant shall be required to acknowledge) that the       
performance by the Paying Agent of its duties under this Section 13.8 related to
the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to 
Form 8-K, Form 10-D or Form 10-K is contingent upon such parties (and, to the   
extent applicable, any Additional Servicer or Servicing Function Participant)   
performing their duties under this Section. The Paying Agent shall have no      
liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare and/or timely file any such Form 15, Form 12b-25
or any amendments to Forms 8-K, Form 10-D or Form 10-K, where such failure      
results from the Paying Agent's inability or failure to receive, on a timely    
basis, any information from any other party hereto needed to prepare, arrange   
for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 
10-D or 10-K, not resulting from its own negligence, bad faith or willful       
misconduct.                                                                     

             Section 13.9 Annual Compliance Statements. The Master Servicer,
the Special Servicer, the Primary Servicer and the Paying Agent and each        
Sub-Servicer (each a "Certifying Servicer") shall (and the Master Servicer, the 
Special Servicer, the Primary Servicer and the Paying Agent shall (a) use       
reasonable efforts to cause each Additional Servicer and each Sub-Servicer with 
which it has entered into a servicing relationship on or prior to the Closing   
Date with respect to the Mortgage Loans and (b) cause each Additional Servicer  
and each Sub-Servicer with which it has entered into a servicing relationship   
after the Closing Date with respect to the Mortgage Loans, to) deliver          
electronically to the Depositor, the Paying Agent and the Trustee on or before  
March 7th, with respect to any Additional Servicer and each Sub-Servicer        
(excluding the Primary Servicer), or March 15th or if such day is not a Business
Day, the immediately preceding Business Day (with no cure period), with respect 
to the Master Servicer, the Special Servicer, the Primary Servicer or the Paying
Agent, of each year, commencing in March 2008, an Officer's Certificate stating,
as to the signer thereof, that (A) a review of such Certifying Servicer's       
activities during the preceding calendar year or portion thereof and of such    
Certifying Servicer's performance under this Agreement, or the applicable       
sub-servicing agreement or primary servicing agreement in the case of an        
Additional Servicer, has been made under such officer's supervision and (B) to  
the best of such officer's knowledge, based on such                             

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review, such Certifying Servicer has fulfilled all its obligations under this   
Agreement, or the applicable sub-servicing agreement or primary servicing       
agreement in the case of an Additional Servicer, in all material respects       
throughout such year or portion thereof, or, if there has been a failure to     
fulfill any such obligation in any material respect, specifying each such       
failure known to such officer and the nature and status thereof. Each Certifying
Servicer shall, and the Master Servicer, the Special Servicer, the Primary      
Servicer and the Paying Agent shall (a) use reasonable efforts to cause each    
Additional Servicer and each Sub-Servicer with which it has entered into a      
servicing relationship on or prior to the Closing Date with respect to the      
Mortgage Loans and (b) cause each Additional Servicer and each Sub-Servicer with
which it has entered into a servicing relationship after the Closing Date with  
respect to the Mortgage Loans, to, forward a copy of each such statement to the 
Rating Agencies and the Operating Adviser. Promptly after receipt of each such  
Officer's Certificate, the Depositor shall have the right to review such        
Officer's Certificate and, if applicable, consult with each Certifying Servicer,
as applicable, as to the nature of any failures by such Certifying Servicer, in 
the fulfillment of any of the Certifying Servicer's obligations hereunder or    
under the applicable sub-servicing or primary servicing agreement. None of the  
Certifying Servicers or any Additional Servicer or any Sub-Servicer shall be    
required to deliver, or to endeavor to cause the delivery of, any such Officer's
Certificate until April 15, in the case of a Certifying Servicer, or April 1, in
the case of any Additional Servicer (excluding the Primary Servicer) or any     
Sub-Servicer (excluding the Primary Servicer), in any given year so long as it  
has received written confirmation (which shall be provided prior to March 1)    
from the Depositor that a Form 10-K is not required to be filed in respect of   
the Trust for the preceding calendar year.                                      

          If any Serviced Companion Mortgage Loan is deposited into an
Other Securitization, each Certifying Servicer, to the extent applicable, shall 
provide, if requested by a party to the Other Pooling and Servicing Agreement,  
an Officer's Certificate as set forth in this Section. With respect to any      
Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling  
and Servicing Agreement, the Master Servicer will use reasonable best efforts to
procure an Officer's Certificate as set forth in this Section, or in the form   
specified in the applicable Non-Serviced Pooling and Servicing Agreement, from  
the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan      
Special Servicer and the Non-Serviced Mortgage Loan Trustee in form and         
substance similar to the Officer's Certificate described in this Section. The   
Master Servicer shall promptly forward to the Paying Agent and the Depositor any
such Officer's Certificate received by the Master Servicer.                     

           Section 13.10 Annual Reports on Assessment of Compliance with
Servicing Criteria. By March 15th or if such day is not a Business Day, the     
immediately preceding Business Day (with no cure period), with respect to the   
Master Servicer, the Special Servicer, the Primary Servicer, the Paying Agent   
and the Trustee, of each year, commencing in March 2008, the Master Servicer,   
the Special Servicer (regardless of whether the Special Servicer has commenced  
special servicing of any Mortgage Loan), the Paying Agent, the Primary Servicer 
and the Trustee, each at its own expense, shall furnish electronically (and each
of the preceding parties, as applicable, shall (a) use reasonable efforts to    
cause, by March 7th, each Servicing Function Participant (other than a party to 
this Agreement) with which it has entered into a servicing relationship on or   
prior to the Closing Date with respect to the Mortgage Loans and (b) cause, by  
March 7th, each Servicing Function Participant (other than a party to this      
Agreement) with which it has entered into a servicing relationship after the    
Closing Date with respect to the Mortgage Loans, to furnish, each at its own    
expense), to the Trustee, the Paying Agent and the                              

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Depositor, with a copy to the Rating Agencies and the Operating Adviser, a      
report on an assessment of compliance with the Relevant Servicing Criteria with 
respect to commercial mortgage backed securities transactions taken as a whole  
involving such party that contains (A) a statement by such Reporting Servicer of
its responsibility for assessing compliance with the Relevant Servicing         
Criteria, (B) a statement that such Reporting Servicer used the Servicing       
Criteria to assess compliance with the Relevant Servicing Criteria, (C) such    
Reporting Servicer's assessment of compliance with the Relevant Servicing       
Criteria as of and for the period ending the end of the fiscal year covered by  
the Form 10-K required to be filed pursuant to Section 13.5, including, if there
has been any material instance of noncompliance with the Relevant Servicing     
Criteria, a discussion of each such failure and the nature and status thereof,  
and (D) a statement that a registered public accounting firm has issued an      
attestation report on such Reporting Servicer's assessment of compliance with   
the Relevant Servicing Criteria as of and for such period.                      

               No later than the end of each fiscal year for the Trust for which
a Form 10-K is required to be filed, the Master Servicer, the Special Servicer, 
the Primary Servicer and the Trustee shall each forward to the Paying Agent and 
the Depositor the name and address of each Servicing Function Participant       
engaged by it and what Relevant Servicing Criteria will be addressed in the     
report on assessment of compliance prepared by such Servicing Function          
Participant. When the Master Servicer, the Special Servicer, the Primary        
Servicer, the Trustee and each Sub-Servicer submit their respective assessments 
by March 7th or March 15th, as applicable, to the Paying Agent, each such party 
shall also at such time include, in its submission to the Paying Agent, the     
assessment (and attestation pursuant to Section 13.11) of each Servicing        
Function Participant engaged by it.                                             

         Promptly after receipt of each such report on assessment of
compliance, (i) the Depositor shall have the right to review each such report   
and, if applicable, consult with the Master Servicer, the Special Servicer, the 
Primary Servicer, the Paying Agent, the Trustee and any Servicing Function      
Participant as to the nature of any material instance of noncompliance with the 
Relevant Servicing Criteria by the Master Servicer, the Primary Servicer, the   
Special Servicer, the Paying Agent, the Trustee or any Servicing Function       
Participant, respectively, and (ii) the Paying Agent shall confirm that the     
assessments taken individually address the Relevant Servicing Criteria for each 
party as set forth on Schedule XIV and notify the Depositor of any exceptions.  
None of the Master Servicer, the Special Servicer, the Primary Servicer, the    
Trustee or any Servicing Function Participant shall be required to deliver, or  
to endeavor to cause the delivery of, any such reports until April 15 in the    
case of the Master Servicer, the Special Servicer, the Primary Servicer or the  
Trustee, or April 1 in the case of any Servicing Function Participant, in any   
given year so long as it has received written confirmation (which shall be      
provided prior to March 1) from the Depositor that a Form 10-K is not required  
to be filed in respect of the Trust for the preceding calendar year. The parties
hereto acknowledge that a material instance of noncompliance with the Relevant  
Servicing Criteria reported on an assessment of compliance pursuant to this     
Section 13.10 by the Master Servicer, the Special Servicer, the Primary         
Servicer, the Paying Agent or the Trustee shall not, as a result of being so    
reported, in and of itself, constitute a breach of such parties' obligations, as
applicable, under this Agreement unless otherwise provided for in this          
Agreement.                                                                      

          If any Serviced Companion Mortgage Loan is deposited into an
Other Securitization, each of the Master Servicer, the Special Servicer         
(regardless of whether the                                                      

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Special Servicer has commenced special servicing of any Mortgage Loan), the     
Primary Servicer, if applicable, the Paying Agent and the Trustee, each at its  
own expense, shall furnish (and each of the preceding parties, as applicable,   
shall (a) use reasonable efforts to cause each Servicing Function Participant   
(other than a party to this Agreement) with which it has entered into a         
servicing relationship on or prior to the Closing Date with respect to the      
Mortgage Loans and (b) cause each Servicing Function Participant (other than a  
party to this Agreement) with which it has entered into a servicing relationship
after the Closing Date with respect to the Mortgage Loans, to furnish, each at  
its own expense), if requested by a party to the Other Pooling and Servicing    
Agreement, an annual report on assessment of compliance as set forth in this    
Section and an attestation as set forth in Section 13.11. With respect to any   
Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling  
and Servicing Agreement, the Master Servicer will use reasonable best efforts to
procure an annual report on assessment of compliance as set forth in this       
Section and an attestation as set forth in Section 13.11 from the Non-Serviced  
Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the 
Non-Serviced Mortgage Loan Paying Agent and the Non-Serviced Mortgage Loan      
Trustee in form and substance similar to the annual report on assessment of     
compliance described in this Section and the attestation described in Section   
13.11 or in the form required under the Non-Serviced Mortgage Loan Pooling and  
Servicing Agreement. The Master Servicer shall promptly forward to the Paying   
Agent and the Depositor any such annual report on assessment of compliance      
received by the Master Servicer.                                                

            Section 13.11 Annual Independent Public Accountants' Servicing
Report. By March 15th or if such day is not a Business Day, the immediately     
preceding Business Day (with no cure period), in respect of the Master Servicer,
the Special Servicer, the Primary Servicer, the Paying Agent and the Trustee, of
each year, commencing in March 2008, the Master Servicer, the Special Servicer, 
the Primary Servicer, the Paying Agent and the Trustee, each at its own expense,
shall cause (and each of the preceding parties, as applicable, shall (a) use    
reasonable efforts to cause, by March 7th, each Servicing Function Participant  
(other than a party to this Agreement) with which it has entered into a         
servicing relationship on or prior to the Closing Date with respect to the      
Mortgage Loans and (b) cause, by March 7th, each Servicing Function Participant 
(other than a party to this Agreement) with which it has entered into a         
servicing relationship after the Closing Date with respect to the Mortgage      
Loans, to cause, each at its own expense) a registered public accounting firm   
(which may also render other services to the Master Servicer, the Primary       
Servicer, the Special Servicer, the Paying Agent, the Trustee, such Sub-Servicer
or such other Servicing Function Participant, as the case may be) that is a     
member of the American Institute of Certified Public Accountants to furnish     
electronically a report to the Trustee, the Paying Agent and the Depositor, with
a copy to the Rating Agencies and the Operating Adviser, to the effect that (i) 
it has obtained a representation regarding certain matters from the management  
of such Reporting Servicer, which includes an assessment from such Reporting    
Servicer of its compliance with the Relevant Servicing Criteria, and (ii) on the
basis of an examination conducted by such firm in accordance with standards for 
attestation engagements issued or adopted by the PCAOB, it is expressing an     
opinion as to whether such Reporting Servicer's compliance with the Relevant    
Servicing Criteria was fairly stated in all material respects, or it cannot     
express an overall opinion regarding such Reporting Servicer's assessment of    
compliance with the Relevant Servicing Criteria. If an overall opinion cannot be
expressed, such registered public accounting firm shall state in such report why
it was unable to                                                                

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express such an opinion. Such report must be available for general use and not  
contain restricted use language.                                                

             Promptly after receipt of such report from the Master Servicer,
the Special Servicer, the Primary Servicer, the Paying Agent or the Trustee (or 
any Sub-Servicer or Servicing Function Participant with which the Master        
Servicer, the Special Servicer, the Primary Servicer, the Paying Agent or the   
Trustee has entered into a servicing relationship with respect to the Mortgage  
Loans (other than a party to this Agreement)), (i) the Depositor shall have the 
right to review the report and, if applicable, consult with the Master Servicer,
the Special Servicer, the Primary Servicer, the Paying Agent, the Trustee, any  
Sub-Servicer or any such Servicing Function Participant as to the nature of any 
material instance of noncompliance by the Master Servicer, the Special Servicer,
the Primary Servicer, the Paying Agent, the Trustee or any such Servicing       
Function Participant with the Servicing Criteria applicable to such Person, and 
(ii) the Paying Agent shall confirm that each assessment submitted pursuant to  
Section 13.10 is coupled with an attestation meeting the requirements of this   
Section and notify the Depositor of any exceptions. The Master Servicer, the    
Special Servicer, the Paying Agent, the Primary Servicer, the Trustee or any    
Servicing Function Participant shall not be required to deliver, or to endeavor 
to cause the delivery of, such reports until April 15 in the case of the Master 
Servicer, the Special Servicer, the Paying Agent, the Primary Servicer or the   
Trustee, or April 1 in the case of any Servicing Function Participant, in any   
given year so long as it has received written confirmation from the Depositor   
that a Form 10-K is not required to be filed in respect of the Trust for the    
preceding fiscal year.                                                          

             Section 13.12 Indemnification. Each of the Master Servicer, the
Special Servicer, the Primary Servicer, the Trustee and the Paying Agent (each  
an "Indemnifying Party") shall indemnify and hold harmless each Certification   
Party and its affiliates (and, with respect only to clauses (a)(ii) and (a)(iii)
below, any comparable party in an Other Securitization), their respective       
directors and officers, and each other person who controls any such entity      
within the meaning of either Section 15 of the Securities Act or Section 20 of  
the Exchange Act (each a "Certification Indemnitee"), against any and all       
expenses, losses, claims, damages and other liabilities, including without      
limitation the costs of investigation, legal defense and any amounts paid in    
settlement of any claim or litigation arising out of or based upon (i) an actual
breach by the Indemnifying Party of such Indemnifying Party's representations   
under Section 1.02(d) of the related indemnification agreement, each dated April
5, 2007, between the related Indemnifying Party, the Depositor and the          
Underwriters, (ii) failure to perform its obligations under this Article XIII or
(iii) negligence, bad faith or willful misconduct on the part of the            
Indemnifying Party in the performance of such obligations. The Master Servicer, 
the Special Servicer, the Primary Servicer, the Paying Agent and the Trustee    
shall (a) use reasonable efforts to cause each Additional Servicer (other than a
party to this Agreement) with which it has entered into a servicing relationship
on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause
each Additional Servicing (other than a party to this Agreement) with which it  
has entered into a servicing relationship after the Closing Date with respect to
the Mortgage Loans, to indemnify and hold harmless each Certification Party (and
any comparable party in an Other Securitization) from and against any losses,   
damages, penalties, fines, forfeitures, legal fees and expenses and related     
costs, judgments and other costs and expenses incurred by such Certification    
Party arising out of (i) a breach of its obligations to provide any of the      
annual compliance statements or annual assessment of servicing criteria or      
attestation reports pursuant to this Agreement, or the applicable sub-servicing 
or primary servicing agreement, as applicable,                                  

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or (ii) negligence, bad faith or willful misconduct on its part in the          
performance of such obligations thereunder.                                     

          If the indemnification provided for herein is unavailable or
insufficient to hold harmless any Certification Party, then the Master Servicer,
the Special Servicer, the Primary Servicer and the Paying Agent, each Additional
Servicer or other Servicing Function Participant (the "Performing Party") shall 
(and the Master Servicer, the Special Servicer, the Primary Servicer, the Paying
Agent and the Trustee shall (a) use reasonable efforts to cause each Additional 
Servicer or other Servicing Function Participant with which it has entered into 
a servicing relationship on or prior to the Closing Date with respect to the    
Mortgage Loans (other than a party to this Agreement) and (b) cause each        
Additional Servicing or other Servicing Function Participant with which it has  
entered into a servicing relationship after the Closing Date with respect to the
Mortgage Loans (other than a party to this Agreement), to) contribute to the    
amount paid or payable to the Certification Party as a result of the losses,    
claims, damages or liabilities of the Certification Party in such proportion as 
is appropriate to reflect the relative fault of the Certification Party on the  
one hand and the Performing Party on the other in connection with a breach of   
the Performing Party's obligations pursuant to this Article XIII (or breach of  
its representations or obligations under the applicable sub-servicing or primary
servicing agreement to provide any of the annual compliance statements or annual
servicing criteria compliance reports or attestation reports or otherwise comply
with the requirements of this Article XIII) or the Performing Party's           
negligence, bad faith or willful misconduct in connection therewith. The Master 
Servicer, the Special Servicer, the Primary Servicer, the Paying Agent and the  
Trustee shall (a) use reasonable efforts to cause each Additional Servicer or   
Servicing Function Participant with which it has entered into a servicing       
relationship on or prior to the Closing Date with respect to the Mortgage Loans 
(other than a party to this Agreement) and (b) cause each Additional Servicer or
Servicing Function Participant with which it has entered into a servicing       
relationship after the Closing Date with respect to the Mortgage Loans (other   
than a party to this Agreement), to agree to the foregoing indemnification and  
contribution obligations.                                                       

               Section 13.13 Amendments. This Article XIII may be amended by the
parties hereto pursuant to Section 14.3 (without, in each case, any Opinions of 
Counsel, Officer's Certificates, Rating Agency Confirmations or the consent of  
any Certificateholder, notwithstanding anything to the contrary contained in    
this Agreement) for purposes of complying with Regulation AB and/or to conform  
to standards developed within the commercial mortgage backed securities market. 

         Section 13.14 Exchange Act Report Signatures. Each Form 8-K
report and Form 10-D report shall be signed by the Depositor. The Depositor     
shall provide its signature to the Paying Agent by electronic or fax            
transmission (with hard copy to follow by overnight mail) no later than the end 
of business on the 13th calendar day following the related Distribution Date for
Form 10-D, and not later than the end of business on the 3rd Business Day after 
the Reportable Event for Form 8-K (provided, that in each case the Paying Agent 
shall not file the related form until the Depositor has given its approval      
thereof). If a Form 8-K or Form 10-D cannot be filed on time or if a previously 
filed Form 8-K or Form 10-D needs to be amended, the Paying Agent will follow   
the procedures set forth in this Article XIII. The signing party at the         
Depositor can be contacted at the address identified in Section 14.5.           

              Section 13.15 Termination of the Paying Agent and Sub-Servicers.

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        (a) Each of the Master Servicer, the Special Servicer, the
Primary Servicer, the Paying Agent and the Trustee shall terminate, in          
accordance with the related sub-servicing agreement, any Sub-Servicer with which
it has entered into such sub-servicing agreement, and the Master Servicer shall 
terminate the Primary Servicer in accordance with the terms of the Primary      
Servicing Agreement, if such Sub-Servicer or the Primary Servicer, as the case  
may be, is in breach of any of its obligations under such sub-servicing         
agreement or the Primary Servicing Agreement, as the case may be, whose purpose 
is to facilitate compliance by the Depositor of the reporting requirements of   
the Exchange Act or with the provisions of Regulation AB and the related rules  
and regulations of the Commission.                                              

            (b) Notwithstanding anything to the contrary contained in this
Agreement, the Depositor may immediately terminate the Paying Agent if the      
Paying Agent fails to comply with any of its obligations under this Article     
XIII; provided that (a) such termination shall not be effective until a         
successor paying agent shall have accepted the appointment, (b) the Paying Agent
may not be terminated due to its failure to properly prepare or file on a timely
basis any Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or   
any Form 12b-25 where such failure results from the Paying Agent's inability or 
failure to receive, within the exact time frames set forth in this Agreement any
information, approval, direction or signature from any other party hereto needed
to prepare, arrange for execution or file any such Form 8-K, Form 10-K or Form  
10-D or any amendments to such forms or any form 12b-25 not resulting from its  
own negligence, bad faith or willful misconduct and (c) if, following the Paying
Agent's failure to comply with any of such obligations under Sections 13.4,     
13.5, 13.7, 13.9, 13.10 or 13.11 on or prior to the dates by which such         
obligations are to be performed pursuant to, and as set forth in, such Sections,
(i) the Paying Agent subsequently complies with such obligations before the     
Trustee or the Depositor gives written notice to it that it is terminated in    
accordance with this Section 13.15(b) and (ii) the Paying Agent's failure to    
comply does not cause it to fail in its obligations to timely file the related  
Form 8-K, Form 10-D or Form 10-K, as the case may be, by the related 8-K Filing 
Deadline, 10-D Filing Deadline or 10-K Filing Deadline, then the Depositor shall
cease to have the right to terminate the Paying Agent under this Section        
13.15(b) on the date on which such Form 8-K, Form 10-D or Form 10-K is so filed.

ARTICLE XIV 
MISCELLANEOUS PROVISIONS

               Section 14.1 Binding Nature of Agreement. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.                                               

               Section 14.2 Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the      
subject matter hereof, and supersedes all prior and contemporaneous agreements, 
understandings, inducements and conditions, express or implied, oral or written,
of any nature whatsoever with respect to the subject matter hereof. The express 
terms hereof control and supersede any course of performance or usage of the    
trade inconsistent with any of the terms hereof.                                

Section 14.3 Amendment.                           

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        (a) This Agreement may be amended from time to time by the
parties hereto, without notice to or the consent of any of the Holders, (i) to  
cure any ambiguity, (ii) to cause the provisions herein to conform to or be     
consistent with or in furtherance of the statements made with respect to the    
Certificates, the Trust or this Agreement in the Private Placement Memorandum,  
the Preliminary Prospectus Supplement, the Final Prospectus Supplement or the   
Prospectus, or to correct or supplement any provision herein which may be       
inconsistent with any other provisions herein, (iii) to amend any provision     
hereof to the extent necessary or desirable to maintain the status of each REMIC
Pool as a REMIC (or the Class P Grantor Trust as a grantor trust or to          
facilitate the administration or reporting thereof) for the purposes of federal 
income tax law (or comparable provisions of state income tax law), (iv) to make 
any other provisions with respect to matters or questions arising under or with 
respect to this Agreement not inconsistent with the provisions hereof, (v) to   
modify, add to or eliminate the provisions of Article III relating to transfers 
of Residual Certificates, (vi) to amend any provision herein to the extent      
necessary or desirable to list the Certificates on a stock exchange, including, 
without limitation, the appointment of one or more sub-paying agents and the    
requirement that certain information be delivered to such sub-paying agents,    
(vii) to modify the provisions relating to the timing of Advance reimbursements 
in order to conform them to the commercial mortgage-backed securities industry  
standard for such provisions if (w) the Depositor and the Master Servicer       
determine that that industry standard has changed, (x) such modification will   
not result in an Adverse REMIC Event, as evidenced by an Opinion of Counsel, (y)
each Rating Agency has delivered a Rating Agency Confirmation with respect to   
such modification, and (z) the Operating Adviser consents to such modification  
or (viii) to make any other amendment which does not adversely affect in any    
material respect the interests of any Certificateholder (unless such            
Certificateholder consents) . No such amendment effected pursuant to clause (i),
(ii) or (iv) of the preceding sentence shall (A) adversely affect in any        
material respect the interests of any Certificateholder not consenting thereto  
without the consent of 100% of the Certificateholders (if adversely affected) or
(B) adversely affect the status of any REMIC Pool as a REMIC or the Class P     
Grantor Trust. Prior to entering into any amendment without the consent of      
Holders pursuant to this paragraph, the Trustee may require an Opinion of       
Counsel, addressed to the parties to this Agreement, and a Nondisqualification  
Opinion (in the case of clauses (i), (ii) and (iii), at the expense of the      
Depositor, and otherwise at the expense of the party requesting such amendment, 
except that if the Trustee requests such amendment, such amendment shall be at  
the expense of the Depositor, if the Depositor consents), to the effect that    
such amendment is permitted under this paragraph. Any such amendment shall be   
deemed not to adversely affect in any material economic respect any Holder if   
the Trustee receives a Rating Agency Confirmation from each Rating Agency (and  
any Opinion of Counsel requested by the Trustee in connection with any such     
amendment may rely expressly on such confirmation as the basis therefor).       

             (b) This Agreement may also be amended from time to time by the
agreement of the parties hereto (without the consent of the Certificateholders) 
and with the written confirmation of the Rating Agencies that such amendment    
would not cause the ratings on any Class of Certificates to be qualified,       
withdrawn or downgraded; provided, however, that such amendment may not effect  
any of the items set forth in clauses (i) through (iv) of the proviso in        
paragraph (c) of this Section 14.3. The Trustee may request, at its option, to  
receive a Nondisqualification Opinion and/or an Opinion of Counsel that such    
amendment will not result in an Adverse Grantor Trust Event, as applicable, and 
an Opinion of Counsel that any                                                  

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amendment pursuant to this Section 14.3(b) is permitted by this Agreement at the
expense of the party requesting the amendment.                                  

             (c) This Agreement may also be amended from time to time by the
parties with the consent of the Holders of not less than 51% of the Aggregate   
Certificate Balance of the Certificates then outstanding, for the purpose of    
adding any provisions to or changing in any manner or eliminating any of the    
provisions of this Agreement or of modifying in any manner the rights of the    
Holders; provided that no such amendment may (i) directly or indirectly reduce  
in any manner the amount of, or delay the timing of the distributions required  
to be made on any Certificate without the consent of the Holder of such         
Certificate, (ii) reduce the aforesaid percentages of Aggregate Certificate     
Percentage or Certificate Balance, the Holders of which are required to consent 
to any such amendment without the consent of all the Holders of each Class of   
Certificates affected thereby, (iii) eliminate or reduce the Master Servicer's, 
or the Trustee's obligation to make an Advance, including without limitation, in
the case of the Master Servicer, the obligation to advance on a B Note or       
Serviced Companion Mortgage Loan, or alter the Servicing Standard except as may 
be necessary or desirable to comply with the REMIC Provisions or (iv) adversely 
affect the status of any REMIC Pool as a REMIC for federal income tax purposes  
(as evidenced by a Nondisqualification Opinion) without the consent of 100% of  
the Certificateholders (including the Class R-I, Class R-II and Class R-III     
Certificateholders) or the Class P Grantor Trust as a grantor trust without the 
consent of 100% of the holders of the Class P Certificates; provided that no    
such amendment may modify Section 8.18 of this Agreement without Rating Agency  
Confirmation. The Trustee may request, at its option, to receive a              
Nondisqualification Opinion and an Opinion of Counsel that any amendment        
pursuant to this Section 14.3(c) is permitted by this Agreement at the expense  
of the party requesting the amendment.                                          

           (d) The costs and expenses associated with any such amendment
shall be borne by the Depositor in the case the Trustee is the party requesting 
such amendment or if pursuant to clauses (i), (ii) and (iii) of Section 14.3(a).
In all other cases, the costs and expenses shall be borne by the party          
requesting the amendment.                                                       

         (e) Promptly after the execution of any such amendment, the
Trustee shall furnish written notification of the substance of such amendment to
each Holder, the Depositor and to the Rating Agencies.                          

            (f) It shall not be necessary for the consent of Holders under
this Section 14.3 to approve the particular form of any proposed amendment, but 
it shall be sufficient if such consent shall approve the substance thereof. The 
manner of obtaining such consents and of evidencing the authorization of the    
execution thereof by Holders shall be in the affirmative and in writing and     
shall be subject to such reasonable regulations as the Trustee may prescribe.   

            (g) Notwithstanding anything to the contrary contained in this
Section 14.3, the parties hereto agree that this Agreement may not be amended in
any manner that is reasonably likely to have an adverse effect on the Primary   
Servicer without first obtaining the written consent of the Primary Servicer.   

         (h) Notwithstanding the fact that the provisions in Section
14.3(c) would otherwise apply, with respect to any amendment that significantly 
modifies the permitted                                                          

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activities of the Trust, the Trustee, the Primary Servicer, the Master Servicer 
or the Special Servicer, any Certificate beneficially owned by a Seller or any  
of its Affiliates shall be deemed not to be outstanding (and shall not be       
considered when determining the percentage of Certificateholders consenting or  
when calculating the total number of Certificates entitled to consent) for      
purposes of determining if the requisite consents of Certificateholders under   
this Section 14.3 have been obtained.                                           

            (i) Notwithstanding anything to the contrary contained in this
Section 14.3, the parties hereto agree that this Agreement may be amended       
pursuant to Section 14.8 herein without any notice to or consent of any of the  
Certificateholders, Opinions of Counsel, Officer's Certificates or Rating Agency
Confirmation.                                                                   

            (j) Notwithstanding anything to the contrary contained in this
Section 14.3, the parties hereto agree that this Agreement may not be amended in
any manner materially adverse to the holder of any B Note without the prior     
written consent of the holder of such B Note.                                   

            (k) Notwithstanding anything to the contrary contained in this
Section 14.3, the Depositor shall provide Principal II with notice of any       
amendments to this Agreement.                                                   

            (l) In addition, in the event that one but not both of the two
Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by either of the 
applicable Sellers, this Agreement may be amended by the parties hereto (at the 
expense of the party requesting such amendment), without the consent of any     
Certificateholder, to add or modify provisions relating to the applicable       
Repurchased Note for purposes of the servicing and administration of such       
Repurchased Note, provided that the amendment will not adversely affect in any  
material respect the interests of the Certificateholders, as evidenced by each  
Rating Agency by a written confirmation (obtained at the expense of the         
Repurchasing Seller) that such amendment would not, in and of itself, cause the 
withdrawal, downgrade, or qualification, as applicable, of the then-current     
rating assigned by the Rating Agencies to any Class of Certificates then rated  
by any such Rating Agencies. Prior to the effectiveness of such amendment, in   
the event that one but not both of the Mortgage Notes with respect to a Joint   
Mortgage Loan is repurchased, the terms of Section 8.31 shall govern the        
servicing and administration of such Mortgage Loan.                             

             Section 14.4 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE     
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED 
IN NEW YORK.                                                                    

           Section 14.5 Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given when  
received by (A) in the case of the Depositor, Bear Stearns Commercial Mortgage  
Securities Inc., 383 Madison Avenue, New York, New York 10179, Attention: J.    
Christopher Hoeffel, Senior Managing Director, Commercial Mortgage Department,  
with copies to the attention of Joseph T. Jurkowski, Jr., Managing Director,    
Legal Department;; (B) in the case of the Trustee at the Corporate Trust Office;
(C) in the case of the Master Servicer, Wells Fargo Bank, National Association, 
45                                                                              

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Fremont Street, 2nd Floor, San Francisco, California 94105, Attention:          
Commercial Mortgage Servicing, with a copy to Robert F. Darling, Esq., Wells    
Fargo Bank, National Association, 633 Folsom Street, 7th Floor, San Francisco,  
California 94107; (D) in the case of Principal II, Principal Global Investors,  
LLC, 801 Grand Avenue, Des Moines, Iowa 50392, Attention: Margie A. Custis,     
Senior Vice President/Managing Director, with a copy to Leanne S. Valentine,    
Esq.; (E) in the case of BSCMI, Bear Stearns Commercial Mortgage, Inc., 383     
Madison Avenue, New York, New York 10179, Attention: J. Christopher Hoeffel,    
Senior Managing Director, Commercial Mortgage Department, with copies to the    
attention of Joseph T. Jurkowski, Jr., Managing Director, Legal Department; (F) 
in the case of MSMC, Morgan Stanley Mortgage Capital Inc., 1585 Broadway, New   
York, New York 10036, Attention: Warren Friend, with a copy to Anthony Sfarra;  
(G) in the case of the Special Servicer, Centerline Servicing Inc., 5221 N.     
O'Connor Blvd., Suite 600, Irving, Texas 75039, Attention: Lindsey Wright; (H)  
in the case of the initial Operating Adviser, Centerline REIT Inc., 5221 N.     
O'Connor Blvd., Suite 600, Irving, Texas 75039, Attention: Larry Duggins; and   
(I) in the case of the Paying Agent, Wells Fargo Bank, National Association,    
9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust   
Services (CMBS) Bear Stearns Commercial Mortgage Securities Inc., Series        
2007-TOP26; or as to each party such other address as may hereafter be furnished
by such party to the other parties in writing. Any notice required or permitted 
to be mailed to a Holder shall be given by first class mail, postage prepaid, at
the address of such Holder as shown in the Certificate Register. Any notice so  
mailed within the time prescribed in this Agreement shall be conclusively       
presumed to have been duly given, whether or not the Holder receives such       
notice.                                                                         

            Section 14.6 Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall be for   
any reason whatsoever held invalid, then such covenants, agreements, provisions 
or terms shall be deemed severable from the remaining covenants, agreements,    
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates 
or the rights of the Holders thereof.                                           

               Section 14.7 Indulgences; No Waivers. Neither the failure nor any
delay on the part of a party to exercise any right, remedy, power or privilege  
under this Agreement shall operate as a waiver thereof, nor shall any single or 
partial exercise of any right, remedy, power or privilege preclude any other or 
further exercise of the same or of any other right, remedy, power or privilege, 
nor shall any waiver of any right, remedy, power or privilege with respect to   
any occurrence be construed as a waiver of such right, remedy, power or         
privilege with respect to any other occurrence. No waiver shall be effective    
unless it is in writing and is signed by the party asserted to have granted such
waiver.                                                                         

              Section 14.8 Headings Not to Affect Interpretation. The headings
contained in this Agreement are for convenience of reference only, and shall not
be used in the interpretation hereof.                                           

              Section 14.9 Benefits of Agreement. Nothing in this Agreement or
in the Certificates, express or implied, shall give to any Person, other than   
the parties to this Agreement (including the Primary Servicer to the extent     
applicable to the Primary Servicer) and their successors hereunder and the      
Holders of the Certificates, any benefit or any legal or equitable right, power,
remedy or claim under this Agreement; provided, however, that (i) the Mortgagors
set forth on Schedule VIII hereto are intended third-party beneficiaries of the 
fifth and sixth                                                                 

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paragraphs of Section 2.3(a), (ii) the holder of any Serviced Companion Mortgage
Loan and any B Note, if any, is an intended third-party beneficiary in respect  
of the rights afforded it hereunder, (iii) the applicable Non-Serviced Mortgage 
Loan Master Servicer and the applicable Non-Serviced Mortgage Loan Special      
Servicer are intended third-party beneficiaries of Sections 5.2(a)(I)(ii)(B),   
8.25(d) (only in the case of the Non-Serviced Mortgage Loan Master Servicer),   
9.24(d) (only in the case of the Non-Serviced Mortgage Loan Special Servicer),  
and Article XIII and (iv) in the event that one, but not both, of the Mortgage  
Notes with respect to any Joint Mortgage Loan is repurchased, the applicable    
Repurchasing Seller shall be a third party beneficiary of this Agreement to the 
same extent as if it was a holder of a Serviced Companion Mortgage Loan, as     
contemplated by Section 8.31 hereof.                                            

               Section 14.10 Special Notices to the Rating Agencies. The Trustee
shall give prompt notice to the Rating Agencies, Special Servicer and the       
Operating Adviser of the occurrence of any of the following events of which it  
has notice:                                                                     

                    (i) any amendment to this Agreement pursuant to Section 14.3
hereof;                                                                         

                  (ii) the Interim Certification and the Final Certification
required pursuant to Section 2.2 hereof;                                        

                  (iii) notice of the repurchase of any Mortgage Loan or REO
Mortgage Loan pursuant to Section 2.3(a) hereof;                                

            (iv) any resignation of the Master Servicer, Special
Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to    
this Agreement;                                                                 

                    (v) the appointment of any successor to the Master Servicer,
the Trustee, the Paying Agent, the Operating Adviser or the Special Servicer    
pursuant to Section 7.7, 7.14 or 9.37 hereof;                                   

                  (vi) waiver of a due-on-sale clause as provided in Section
8.7;                                                                            

                 (vii) waiver of a prohibition on subordinate liens on the
Mortgaged Properties;                                                           

                (viii) the making of a final payment pursuant to Section
10.3 hereof;                                                                    

(ix) a Servicing Transfer Event;        

(x) an Event of Default;                

        (xi) final payment of any Class of Certificates;

                  (xii) notice of change in the location of the Distribution
Account or the Certificate Account; and                                         

             (xiii) the release of any guarantor or any guarantee.

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            (b) All notices to the Rating Agencies shall be in writing and
sent by first class mail, telecopy or overnight courier, as follows:            

If to S&P, to:                                    

Standard & Poor's Ratings Services                
55 Water Street                                   
New York, NY 10041                                
Fax: (212) 438-2662                               
    Attention:    Commercial Mortgage Surveillance Manager

If to Fitch, to:                                  

Fitch Ratings                                     
One State Street Plaza                            
New York, NY 10004                                
Fax: (212) 635-0294                               
Attention:    Commercial Mortgage Surveillance    

Dominion Bond Rating Service, Inc.                
101 North Wacker Drive                            
Suite 100                                         
Chicago, Illinois 60606-1714                      
Fax: (312) 332-3492                               
  Attention:    Commercial Mortgage Surveillance Group

or at such address as shall be provided in writing to the Depositor by such     
Rating Agency.                                                                  

          (c) The Trustee, or in the case of clauses (i) and (ii), the
successor trustee shall give prompt notice to the Rating Agencies of the        
occurrence of any of the following events:                                      

                 (i) the resignation or removal of the Trustee pursuant to
Section 7.6; or                                                                 

               (ii) the appointment of a successor trustee pursuant to
Section 7.7; or                                                                 

              (iii) the appointment of a successor Operating Adviser
pursuant to Section 9.37.                                                       

              (d) The Master Servicer shall deliver to the Rating Agencies and
the Depositor any other information as reasonably requested by the Rating       
Agencies and the Depositor, and shall deliver to the Primary Servicer and the   
Special Servicer each of the reports required to be delivered by the Master     
Servicer to the Primary Servicer and the Special Servicer pursuant to the terms 
of this Agreement. The Trustee, the Paying Agent and the Special Servicer shall 
deliver to the Rating Agencies and the Depositor any information as reasonably  
requested by the Rating Agencies and Depositor, as the case may be.             

          (e) Any notice or other document required to be delivered or
mailed by the Depositor, Master Servicer, Paying Agent or Trustee shall be given
by such parties, respectively,                                                  

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on a best efforts basis and only as a matter of courtesy and accommodation to   
the Rating Agencies, unless otherwise specifically required herein, and such    
parties, respectively, shall have no liability for failure to deliver any such  
notice or document to the Rating Agencies.                                      

               Section 14.11 Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original, and all  
of which together shall constitute one and the same instrument.                 

             Section 14.12 Intention of Parties. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans and related rights 
and property to the Trustee, for the benefit of the Certificateholders, by the  
Depositor as provided in Section 2.1 be, and be construed as, an absolute sale  
of the Mortgage Loans and related property. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans and   
related property by the Depositor to the Trustee to secure a debt or other      
obligation of the Depositor. However, in the event that, notwithstanding the    
intent of the parties, the Mortgage Loans or any related property is held to be 
the property of the Depositor, or if for any other reason this Agreement is held
or deemed to create a security interest in the Mortgage Loans or any related    
property, then this Agreement shall be deemed to be a security agreement; and   
the conveyance provided for in Section 2.1 shall be deemed to be a grant by the 
Depositor to the Trustee, for the benefit of the Certificateholders, of a       
security interest in all of the Depositor's right, title, and interest, whether 
now owned or hereafter acquired, in and to:                                     

           (i) the property described in clauses (1)-(4) below
(regardless of whether subject to the UCC or how classified thereunder) and all 
accounts, general intangibles, chattel paper, instruments, documents, money,    
deposit accounts, certificates of deposit, goods, letters of credit, advices of 
credit and investment property consisting of, arising from or relating to any of
the property described in clauses (1)-(4) below: (1) the Mortgage Loans         
identified on the Mortgage Loan Schedule, including the related Mortgage Notes, 
Mortgages, security agreements, and title, hazard and other insurance policies, 
including all Qualifying Substitute Mortgage Loans, all distributions with      
respect thereto payable on and after the Cut-Off Date, and the Mortgage Files;  
(2) the Distribution Account, all REO Accounts, the Certificate Account, the    
Reserve Account and the Interest Reserve Account, including all property therein
and all income from the investment of funds therein (including any accrued      
discount realized on liquidation of any investment purchased at a discount); (3)
the REMIC I Regular Interests and the REMIC II Regular Interests; and (4) the   
Mortgage Loan Purchase Agreements that are permitted to be assigned to the      
Trustee pursuant to Section 14 thereof;                                         

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

       All cash and non-cash Proceeds (as defined in the Uniform
Commercial Code) of the collateral described in clauses (i) and (ii) above.     

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      The possession by the Trustee of the Mortgage Notes, the
Mortgages and such other goods, letters of credit, advices of credit,           
instruments, money, documents, chattel paper or certificated securities shall be
deemed to be possession by the secured party or possession by a purchaser for   
purposes of perfecting the security interest pursuant to the Uniform Commercial 
Code (including, without limitation, Sections 8-301 and 9-315 thereof) as in    
force in the relevant jurisdiction.                                             

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

         The Depositor and, at the Depositor's direction, the Master
Servicer and the Trustee, shall, to the extent consistent with this Agreement,  
take such reasonable actions as may be necessary to ensure that, if this        
Agreement were deemed to create a security interest in the property described   
above, such security interest would be deemed to be a perfected security        
interest of first priority under applicable law and will be maintained as such  
throughout the term of the Agreement. The Master Servicer shall file, at the    
expense of the Trust as an Additional Trust Expense all filings necessary to    
maintain the effectiveness of any original filings necessary under the Uniform  
Commercial Code as in effect in any jurisdiction to perfect the Trustee's       
security interest in such property, including without limitation (i)            
continuation statements, and (ii) such other statements as may be occasioned by 
any transfer of any interest of the Master Servicer or the Depositor in such    
property. In connection herewith, the Trustee shall have all of the rights and  
remedies of a secured party and creditor under the Uniform Commercial Code as in
force in the relevant jurisdiction.                                             

               Section 14.13 Recordation of Agreement. This Agreement is subject
to recordation in all appropriate public offices for real property records in   
all the counties or other comparable jurisdictions in which any or all of the   
properties subject to the Mortgages are situated, and in any other appropriate  
public recording office or elsewhere. Such recordation, if any, shall be        
effected by the Master Servicer at the expense of the Trust as an Additional    
Trust Expense, but only upon direction of the Depositor accompanied by an       
Opinion of Counsel to the effect that such recordation materially and           
beneficially affects the interests of the Certificateholders of the Trust.      

             Section 14.14 Rating Agency Monitoring Fees. The parties hereto
acknowledge that on the Closing Date the Sellers will pay the ongoing monitoring
fees of the Rating Agencies relating to the rating of the Certificates and that 
no monitoring fees are payable subsequent to the Closing Date in respect of the 
rating of the Certificates. The Master Servicer shall not be required to pay any
such fees or any fees charged for any Rating Agency Confirmation (except any    
confirmation required under Section 8.22, Section 8.23 or in connection with a  
termination and replacement of the Master Servicer following an Event of Default
of the Master Servicer).                                                        

            Section 14.15 Acknowledgement by Primary Servicer. The Primary
Servicer agrees, to the extent applicable to the Primary Servicer and the       
Mortgage Loans serviced by the                                                  

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Primary Servicer, to be bound by the terms of Sections 5.1(g), 8.3, 8.4, 8.7,   
8.10, 8.18, 8.25(e), 14.3 and Article XIII of this Agreement.                   

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         IN WITNESS WHEREOF, the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar and  
the Authenticating Agent have caused their names to be signed hereto by their   
respective officers thereunto duly authorized as of the day and year first above
written.                                                                        

                              BEAR STEARNS COMMERCIAL MORTGAGE
              SECURITIES INC.,

          as Depositor

                  By: /s/ Adam Ansaldi
                                          ------------------------------------
                         Name:  Adam Ansaldi
                           Title: Vice President

                                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                as Master Servicer

                     By: /s/ Stewart McAdams
                                          ------------------------------------
                            Name:  Stewart McAdams
                               Title: Sr. Vice President

                                   CENTERLINE SERVICING INC., as Special
      Servicer

                      By: /s/ James L. Duggins
                                          ------------------------------------
                             Name:  James L. Duggins
                                    Title: Chief Executive Officer

                                   LASALLE BANK NATIONAL ASSOCIATION, as
                   Trustee and Custodian

                  By: /s/ Ann M. Kelly
                                          ------------------------------------
                         Name:  Ann M. Kelly
                                     Title: Assistant Vice President

                                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                       as Paying Agent, Authenticating Agent and
                   Certificate Registrar

                  By: /s/ Amy Mofenson
                                          ------------------------------------
                         Name:  Amy Mofenson
                           Title: Vice President

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                              PRINCIPAL GLOBAL INVESTORS, LLC,
                              acting solely in its capacity as
                                  Primary Servicer with respect to the
                             sections referred to in Section
                    14.15 of the Agreement

                          By: /s/  Leanne M. Valentine
                                          ------------------------------------
                                Name:  Leanne M. Valentine
                               Title: Vice President and
                                             Associate General Counsel

                       By: /s/ Karen A. Pearston
                                          ------------------------------------
                              Name:  Karen A. Pearston
                                      Title: Assistant General Counsel

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================================================================================

 BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.,
 AS DEPOSITOR,

 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 AS MASTER SERVICER,

CENTERLINE SERVICING INC.,
AS SPECIAL SERVICER,

LASALLE BANK NATIONAL ASSOCIATION,
 AS TRUSTEE AND CUSTODIAN,

 AND

WELLS FARGO BANK, NATIONAL ASSOCIATION
 AS PAYING AGENT, CERTIFICATE REGISTRAR AND AUTHENTICATING AGENT

 ___________________________________________

 EXHIBITS AND SCHEDULES TO
 POOLING AND SERVICING AGREEMENT

 DATED AS OF APRIL 1, 2007

 ___________________________________________

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
 SERIES 2007-TOP26

================================================================================

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 EXHIBIT A-1

 [FORM OF CLASS A-1 CERTIFICATE]

THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST  
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CERTIFICATE   
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY  
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,  
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS 
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST 
BE AN ACCREDITED INVESTOR.                                                      

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE 
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY    
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.       

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

PASS-THROUGH RATE: 5.145%                 MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            SPECIAL SERVICER: CENTERLINE SERVICING
        INC.

CUT-OFF DATE: APRIL 1, 2007               PAYING AGENT: WELLS FARGO BANK,       
                        NATIONAL ASSOCIATION
CLOSING DATE: APRIL 18, 2007                                                    
                                      PRIMARY SERVICER: PRINCIPAL GLOBAL
FIRST DISTRIBUTION DATE:                  INVESTORS, LLC                        
FEBRUARY 12, 2007                                                               
                                  TRUSTEE: LASALLE BANK NATIONAL
AGGREGATE CERTIFICATE BALANCE OF THE      ASSOCIATION                           
CLASS A-1 CERTIFICATES AS OF THE                                                
CLOSING DATE: $75,000,000                 CUSIP NO. 07388V AA6                  

CERTIFICATE BALANCE OF THIS CLASS A-1                                           
CERTIFICATE AS OF THE CLOSING DATE:                                             
$75,000,000                                                                     

No. A-1-1                                                                       

 CLASS A-1 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class A-1 Certificates issued by the Trust created   
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the quotient expressed as a  
percentage obtained by dividing the Certificate Balance of this                 

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Certificate specified on the face hereof by the aggregate initial Certificate   
Balance of the Class A-1 Certificates. The Certificates are designated as the   
Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage           
Pass-Through Certificates, Series 2007-TOP26 and are issued in the Classes      
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.                 

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and                                       

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Servicing Agreement. As provided in the Pooling and Servicing Agreement,        
withdrawals from the Certificate Account shall be made from time to time for    
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the 
Mortgage Loans and administration of the Trust.                                 

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust Office of the Certificate       
Registrar, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Certificate 
Registrar duly executed by the Holder hereof or such Holder's attorney duly     
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations will be issued to the designated transferee or
transferees.                                                                    

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

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         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

    THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 EXHIBIT A-2

 [FORM OF CLASS A-2 CERTIFICATE]

THIS CLASS A-2 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST  
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CERTIFICATE   
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY  
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,  
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS 
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST 
BE AN ACCREDITED INVESTOR.                                                      

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-3 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE 
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY    
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.       

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

PASS-THROUGH RATE: 5.330%                 MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            SPECIAL SERVICER: CENTERLINE SERVICING
        INC.
CUT-OFF DATE: APRIL 1, 2007                                                     
                                   PAYING AGENT: WELLS FARGO BANK,
CLOSING DATE: APRIL 18, 2007              NATIONAL ASSOCIATION                  

FIRST DISTRIBUTION DATE: FEBRUARY 12,     PRIMARY SERVICER: PRINCIPAL GLOBAL    
2007                                      INVESTORS, LLC                        

AGGREGATE CERTIFICATE BALANCE OF THE      TRUSTEE: LASALLE BANK NATIONAL        
CLASS A-2 CERTIFICATES AS OF THE          ASSOCIATION                           
CLOSING DATE: $177,000,000                                                      
                        CUSIP NO. 07388V AB4
CERTIFICATE BALANCE OF THIS CLASS A-2                                           
CERTIFICATE AS OF THE CLOSING DATE:                                             
$177,000,000                                                                    

No. A-2-1                                                                       

 CLASS A-2 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class A-2 Certificates issued by the Trust created   
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the quotient expressed as a  
percentage obtained by dividing the Certificate Balance of this                 

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Certificate specified on the face hereof by the aggregate initial Certificate   
Balance of the Class A-2 Certificates. The Certificates are designated as the   
Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage           
Pass-Through Certificates, Series 2007-TOP26 and are issued in the Classes      
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.                 

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and                                       

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Servicing Agreement. As provided in the Pooling and Servicing Agreement,        
withdrawals from the Certificate Account shall be made from time to time for    
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the 
Mortgage Loans and administration of the Trust.                                 

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust Office of the Certificate       
Registrar, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Certificate 
Registrar duly executed by the Holder hereof or such Holder's attorney duly     
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations will be issued to the designated transferee or
transferees.                                                                    

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

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         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

    THIS IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

Distributions shall be made, by wire transfer or otherwise, in immediately      
available funds to_____________ for the account of                              
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 EXHIBIT A-3

 [FORM OF CLASS A-3 CERTIFICATE]

THIS CLASS A-3 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST  
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CERTIFICATE   
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY  
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,  
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS 
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST 
BE AN ACCREDITED INVESTOR.                                                      

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-3 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE 
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY    
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.       

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 5.432%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            SPECIAL SERVICER: CENTERLINE SERVICING
        INC.
CUT-OFF DATE: APRIL 1, 2007                                                     
                                   PAYING AGENT: WELLS FARGO BANK,
CLOSING DATE: APRIL 18, 2007              NATIONAL ASSOCIATION                  

FIRST DISTRIBUTION DATE:                  PRIMARY SERVICER: PRINCIPAL GLOBAL    
FEBRUARY 12, 2007                         INVESTORS, LLC                        

AGGREGATE CERTIFICATE BALANCE OF THE      TRUSTEE: LASALLE BANK NATIONAL        
CLASS A-3 CERTIFICATES AS OF THE          ASSOCIATION                           
CLOSING DATE: $65,400,000                                                       
                        CUSIP NO. 07388V AC2
CERTIFICATE BALANCE OF THIS CLASS A-3                                           
CERTIFICATE AS OF THE CLOSING DATE:                                             
$65,400,000                                                                     

No. A-3-1                                                                       

 CLASS A-3 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class A-3 Certificates issued by the Trust created   
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

   This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face     
hereof (herein called the "Certificates") and representing an interest in the   
Class of Certificates specified on the face hereof equal to the quotient        
expressed as a percentage obtained by dividing the Certificate Balance of this  

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Certificate specified on the face hereof by the aggregate initial Certificate   
Balance of the Class A-3 Certificates. The Certificates are designated as the   
Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage           
Pass-Through Certificates, Series 2007-TOP26 and are issued in the Classes      
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.                 

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and                                       

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Servicing Agreement. As provided in the Pooling and Servicing Agreement,        
withdrawals from the Certificate Account shall be made from time to time for    
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the 
Mortgage Loans and administration of the Trust.                                 

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust Office of the Certificate       
Registrar, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Certificate 
Registrar duly executed by the Holder hereof or such Holder's attorney duly     
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations will be issued to the designated transferee or
transferees.                                                                    

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

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         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

    THIS IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

Distributions shall be made, by wire transfer or otherwise, in immediately      
available funds to_____________ for the account of                              
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 EXHIBIT A-4

[FORM OF CLASS A-AB CERTIFICATE]

THIS CLASS A-AB CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST 
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CERTIFICATE   
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY  
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,  
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS 
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST 
BE AN ACCREDITED INVESTOR.                                                      

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-AB CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY    
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.       

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

PASS-THROUGH RATE: 5.429%                 MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:                                        
AS OF APRIL 1, 2007                       SPECIAL SERVICER: CENTERLINE SERVICING
        INC.
CUT-OFF DATE: APRIL 1, 2007                                                     
                                   PAYING AGENT: WELLS FARGO BANK,
CLOSING DATE: APRIL 18, 2007              NATIONAL ASSOCIATION                  

FIRST DISTRIBUTION DATE:                  PRIMARY SERVICER: PRINCIPAL GLOBAL    
FEBRUARY 12, 2007                         INVESTORS, LLC                        

AGGREGATE CERTIFICATE BALANCE OF THE      TRUSTEE: LASALLE BANK NATIONAL        
CLASS A-AB CERTIFICATES AS OF THE         ASSOCIATION                           
CLOSING DATE: $78,000,000                                                       
                        CUSIP NO. 07388V AD0
CERTIFICATE BALANCE OF THIS CLASS A-AB                                          
CERTIFICATE AS OF THE CLOSING DATE:                                             
$78,000,000                                                                     

No. A-AB-1                                                                      

CLASS A-AB CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class A-AB Certificates issued by the Trust created  
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and                                                  

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representing an interest in the Class of Certificates specified on the face     
hereof equal to the quotient expressed as a percentage obtained by dividing the 
Certificate Balance of this Certificate specified on the face hereof by the     
aggregate initial Certificate Balance of the Class A-AB Certificates. The       
Certificates are designated as the Bear Stearns Commercial Mortgage Securities  
Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-TOP26 and are  
issued in the Classes specified in the Pooling and Servicing Agreement. The     
Certificates will evidence in the aggregate 100% of the beneficial ownership of 
the Trust.                                                                      

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

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   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and Servicing Agreement. As provided in   
the Pooling and Servicing Agreement, withdrawals from the Certificate Account   
shall be made from time to time for purposes other than distributions to        
Certificateholders, such purposes including reimbursement of certain expenses   
incurred with respect to the servicing of the Mortgage Loans and administration 
of the Trust.                                                                   

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust Office of the Certificate       
Registrar, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Certificate 
Registrar duly executed by the Holder hereof or such Holder's attorney duly     
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations will be issued to the designated transferee or
transferees.                                                                    

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar              

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may require payment of a sum sufficient to cover any tax or other governmental  
charge that may be imposed in connection with any transfer or exchange of       
Certificates.                                                                   

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book entry facilities of DTC.                         

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer and the Certificate Registrar and any of their agents may treat the    
Person in whose name this Certificate is registered as the owner hereof for all 
purposes, and neither the Depositor, the Trustee, the Paying Agent, the Master  
Servicer, the Special Servicer, the Certificate Registrar nor any such agents   
shall be affected by notice to the contrary.                                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

     THIS IS ONE OF THE CLASS A-AB CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

Distributions shall be made, by wire transfer or otherwise, in immediately      
available funds to_____________ for the account of                              
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 EXHIBIT A-5

 [FORM OF CLASS A-4 CERTIFICATE]

THIS CLASS A-4 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST  
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CERTIFICATE   
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY  
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,  
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS 
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST 
BE AN ACCREDITED INVESTOR.                                                      

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-4 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE 
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY    
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.       

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 5.471%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007 .          SPECIAL SERVICER: CENTERLINE          
                 SERVICING INC
CUT-OFF DATE: APRIL 1, 2007                                                     
                                   PAYING AGENT: WELLS FARGO BANK,
CLOSING DATE: APRIL 18, 2007              NATIONAL ASSOCIATION                  

FIRST DISTRIBUTION DATE:                  PRIMARY SERVICER: PRINCIPAL GLOBAL    
FEBRUARY 12, 2007                         INVESTORS, LLC                        

AGGREGATE CERTIFICATE BALANCE OF THE      TRUSTEE: LASALLE BANK NATIONAL        
CLASS A-4 CERTIFICATES AS OF THE          ASSOCIATION                           
CLOSING DATE: $991,880,000                                                      
                        CUSIP NO. 07388V AE8

CERTIFICATE BALANCE OF THIS CLASS A-4                                           
CERTIFICATE AS OF THE CLOSING DATE:                                             
$991,880,000                                                                    

No. A-3-1                                                                       

 CLASS A-4 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class A-4 Certificates issued by the Trust created   
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the quotient expressed as a  
percentage obtained by dividing the Certificate Balance of this                 

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Certificate specified on the face hereof by the aggregate initial Certificate   
Balance of the Class A-4 Certificates. The Certificates are designated as the   
Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage           
Pass-Through Certificates, Series 2007-TOP26 and are issued in the Classes      
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.                 

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and                                       

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Servicing Agreement. As provided in the Pooling and Servicing Agreement,        
withdrawals from the Certificate Account shall be made from time to time for    
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the 
Mortgage Loans and administration of the Trust.                                 

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust Office of the Certificate       
Registrar, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Certificate 
Registrar duly executed by the Holder hereof or such Holder's attorney duly     
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations will be issued to the designated transferee or
transferees.                                                                    

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

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         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

    THIS IS ONE OF THE CLASS A-4 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

Distributions shall be made, by wire transfer or otherwise, in immediately      
available funds to_____________ for the account of                              
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 EXHIBIT A-6

[FORM OF CLASS A-1A CERTIFICATE]

THIS CLASS A-1A CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST 
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CERTIFICATE   
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY  
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,  
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS 
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST 
BE AN ACCREDITED INVESTOR.                                                      

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-1A CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY    
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.       

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 5.446%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            SPECIAL SERVICER: CENTERLINE SERVICING
        INC.

CUT-OFF DATE: APRIL 1, 2007               PAYING AGENT: WELLS FARGO BANK,       
                        NATIONAL ASSOCIATION
CLOSING DATE: APRIL 18, 2007                                                    
                                      PRIMARY SERVICER: PRINCIPAL GLOBAL
FIRST DISTRIBUTION DATE: FEBRUARY 12,     INVESTORS, LLC                        
2007                                                                            
                                  TRUSTEE: LASALLE BANK NATIONAL
AGGREGATE CERTIFICATE BALANCE OF THE      ASSOCIATION                           
CLASS A-1A CERTIFICATES AS OF THE                                               
CLOSING DATE: $150,102,000                CUSIP NO. 07388V AF5                  

CERTIFICATE BALANCE OF THIS CLASS A-1A                                          
CERTIFICATE AS OF THE CLOSING DATE:                                             
$150,102,000                                                                    

No. A-1A-1                                                                      

CLASS A-1A CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class A-1A Certificates issued by the Trust created  
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the quotient expressed as a  
percentage obtained by dividing the Certificate Balance of this                 

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Certificate specified on the face hereof by the aggregate initial Certificate   
Balance of the Class A-1A Certificates. The Certificates are designated as the  
Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage           
Pass-Through Certificates, Series 2007-TOP26 and are issued in the Classes      
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.                 

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and                                       

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Servicing Agreement. As provided in the Pooling and Servicing Agreement,        
withdrawals from the Certificate Account shall be made from time to time for    
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the 
Mortgage Loans and administration of the Trust.                                 

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust Office of the Certificate       
Registrar, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Certificate 
Registrar duly executed by the Holder hereof or such Holder's attorney duly     
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations will be issued to the designated transferee or
transferees.                                                                    

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

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         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

     THIS IS ONE OF THE CLASS A-1A CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 EXHIBIT A-7

 [FORM OF CLASS A-M CERTIFICATE]

THIS CLASS A-M CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST  
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CERTIFICATE   
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY  
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,  
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS 
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST 
BE AN ACCREDITED INVESTOR.                                                      

THIS CLASS A-M CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER 
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING   
AND SERVICING AGREEMENT REFERRED TO HEREIN.                                     

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-M CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE 
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY    
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.       

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 5.513%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            SPECIAL SERVICER: GMAC COMMERCIAL     
                        MORTGAGE CORPORATION
CUT-OFF DATE: APRIL 1, 2007                                                     
                                  PAYING AGENT: WELLS FARGO BANK
CLOSING DATE: APRIL 18, 2007              MINNESOTA, NATIONAL ASSOCIATION       

FIRST DISTRIBUTION DATE: FEBRUARY 12,     PRIMARY SERVICER: PRINCIPAL GLOBAL    
2007                                      INVESTORS, LLC                        

AGGREGATE CERTIFICATE BALANCE OF THE      TRUSTEE: LASALLE BANK NATIONAL        
CLASS A-M CERTIFICATES AS OF THE          ASSOCIATION                           
CLOSING DATE: $210,601,000                                                      
                        CUSIP NO. 07388V AG3
CERTIFICATE BALANCE OF THIS CLASS A-M                                           
CERTIFICATE AS OF THE CLOSING DATE:                                             
$210,601,000                                                                    

No. A-M-1                                                                       

 CLASS A-M CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class A-M Certificates issued by the Trust created   
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the quotient expressed as a  
percentage obtained by dividing the Certificate Balance of this                 

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Certificate specified on the face hereof by the aggregate initial Certificate   
Balance of the Class A-M Certificates. The Certificates are designated as the   
Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage           
Pass-Through Certificates, Series 2007-TOP26 and are issued in the Classes      
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.                 

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Class A-M Available Funds, to the extent and subject to the  
limitations set forth in the Pooling and Servicing Agreement, on the 12th day of
each month or, if such 12th day is not a Business Day, the next succeeding      
Business Day (a "Distribution Date") commencing on the first Distribution Date  
specified above, to the Person in whose name this Certificate is registered at  
the close of business on the last Business Day of the month immediately         
preceding the month of such distribution (the "Record Date"). All sums          
distributable on this Certificate are payable in the coin or currency of the    
United States of America as at the time of payment is legal tender for the      
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed on the basis of
the actual number of days elapsed during the related Interest Accrual Period and
a 360-day year) during the Interest Accrual Period relating to such Distribution
Date at the Pass-Through Rate on the Certificate Balance of this Certificate    
immediately prior to each Distribution Date. Principal and interest allocated to
this Certificate on any Distribution Date will be in an amount due to this      
Certificate's pro rata share of the amount to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing   
Agreement.                                                                      

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and                                       

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Servicing Agreement. As provided in the Pooling and Servicing Agreement,        
withdrawals from the Certificate Account shall be made from time to time for    
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the 
Mortgage Loans and administration of the Trust.                                 

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust Office of the Certificate       
Registrar, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Certificate 
Registrar duly executed by the Holder hereof or such Holder's attorney duly     
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations will be issued to the designated transferee or
transferees.                                                                    

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

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         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant  
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no  
event shall the Trust continue beyond the expiration of 21 years from the death 
of the last survivor of the descendants of Joseph P. Kennedy, the late          
Ambassador of the United States to the Court of St. James, living on the date   
hereof. The parties designated in the Pooling and Servicing Agreement may       
exercise their option to purchase the Mortgage Loans and any other property     
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon         
termination of the Trust and payment of the Certificates and of all             
administrative expenses associated with the Trust, any remaining assets of the  
Trust shall be distributed to the holders of the Residual Certificates.         

         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

    THIS IS ONE OF THE CLASS A-M CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 EXHIBIT A-8

 [FORM OF CLASS A-J CERTIFICATE]

THIS CLASS A-J CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST  
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CERTIFICATE   
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY  
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,  
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS 
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST 
BE AN ACCREDITED INVESTOR.                                                      

THIS CLASS A-J CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER 
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING   
AND SERVICING AGREEMENT REFERRED TO HEREIN.                                     

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-J CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE 
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY    
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.       

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 5.566%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            SPECIAL SERVICER: CENTERLINE SERVICING
        INC.
CUT-OFF DATE: APRIL 1, 2007                                                     
                                   PAYING AGENT: WELLS FARGO BANK,
CLOSING DATE: APRIL 18, 2007              NATIONAL ASSOCIATION                  

FIRST DISTRIBUTION DATE: FEBRUARY 12,     PRIMARY SERVICER: PRINCIPAL GLOBAL    
2007                                      INVESTORS, LLC                        

AGGREGATE CERTIFICATE BALANCE OF THE      TRUSTEE: LASALLE BANK NATIONAL        
CLASS A-J CERTIFICATES AS OF THE          ASSOCIATION                           
CLOSING DATE: $160,583,000                                                      
                        CUSIP NO. 07388V AH1
CERTIFICATE BALANCE OF THIS CLASS A-J                                           
CERTIFICATE AS OF THE CLOSING DATE:                                             
$160,583,000                                                                    

No. A-J-1                                                                       

 CLASS A-J CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class A-J Certificates issued by the Trust created   
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the quotient expressed as a  
percentage obtained by dividing the Certificate Balance of this                 

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Certificate specified on the face hereof by the aggregate initial Certificate   
Balance of the Class A-J Certificates. The Certificates are designated as the   
Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage           
Pass-Through Certificates, Series 2007-TOP26 and are issued in the Classes      
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.                 

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and                                       

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Servicing Agreement. As provided in the Pooling and Servicing Agreement,        
withdrawals from the Certificate Account shall be made from time to time for    
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the 
Mortgage Loans and administration of the Trust.                                 

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust Office of the Certificate       
Registrar, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Certificate 
Registrar duly executed by the Holder hereof or such Holder's attorney duly     
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations will be issued to the designated transferee or
transferees.                                                                    

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

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         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

    THIS IS ONE OF THE CLASS A-J CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 EXHIBIT A-9

 [FORM OF CLASS B CERTIFICATE]

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE       
POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE 
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE    
ENTITLED TO RECEIVE PAYMENT HEREON.]                                            

THIS CLASS B CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN 
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

[IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO   
THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME       
SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE  
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING   
THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH  
PERSON MUST BE AN ACCREDITED INVESTOR.]                                         

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES    
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION    
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN       
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING      
AGREEMENT REFERRED TO HEREIN.                                                   

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR       
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.            

THIS CLASS B CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER   
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING   
AND SERVICING AGREEMENT REFERRED TO HEREIN.                                     

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE                                             

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LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS CLASS B CERTIFICATE. ACCORDINGLY,  
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH     
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE  
BALANCE BY INQUIRY OF THE PAYING AGENT.                                         

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 5.601%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            SPECIAL SERVICER: CENTERLINE SERVICING
        INC.
CUT-OFF DATE: APRIL 1, 2007                                                     
                                   PAYING AGENT: WELLS FARGO BANK,
CLOSING DATE: APRIL 18, 2007              NATIONAL ASSOCIATION                  

FIRST DISTRIBUTION DATE: FEBRUARY 12,     PRIMARY SERVICER: PRINCIPAL GLOBAL    
2007                                      INVESTORS, LLC                        

AGGREGATE CERTIFICATE BALANCE OF THE      TRUSTEE: LASALLE BANK NATIONAL        
CLASS B CERTIFICATES AS OF THE CLOSING    ASSOCIATION                           
DATE: $42,120,000                                                               
                        CUSIP NO. 07388V AJ7
CERTIFICATE BALANCE OF THIS CLASS B                                             
CERTIFICATE AS OF THE CLOSING DATE:                                             
$42,120,000 (SUBJECT TO SCHEDULE OF                                             
EXCHANGES ATTACHED)                                                             

No. B-1                                                                         

 CLASS B CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class B Certificates issued by the Trust created     
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the                          

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quotient expressed as a percentage obtained by dividing the Certificate Balance 
of this Certificate specified on the face hereof by the aggregate initial       
Certificate Balance of the Class B Certificates. The Certificates are designated
as the Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage    
Pass-Through Certificates, Series 2007-TOP26 and are issued in the Classes      
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.                 

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

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   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and Servicing Agreement. As provided in   
the Pooling and Servicing Agreement, withdrawals from the Certificate Account   
shall be made from time to time for purposes other than distributions to        
Certificateholders, such purposes including reimbursement of certain expenses   
incurred with respect to the servicing of the Mortgage Loans and administration 
of the Trust.                                                                   

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

          [Until this Regulation S Temporary Global Certificate is exchanged
for one or more Regulation S Permanent Global Certificates, the Holder hereof   
shall not be entitled to receive payments hereon; until so exchanged in full,   
this Regulation S Temporary Global Certificate shall in all other respects be   
entitled to the same benefits as other Certificates under the Pooling and       
Servicing Agreement.]                                                           

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

          [This Regulation S Temporary Global Certificate is exchangeable in
whole or in part for one or more Global Certificates only (i) on or after the   
termination of the 40-day distribution compliance period (as defined in         
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as      
defined in the Pooling Agreement) required by Article III of the Pooling and    
Servicing Agreement. Upon exchange of this Regulation S Temporary Global        
Certificate for one or more Global Certificates, the Trustee shall cancel this  
Regulation S Temporary Global Certificate.]                                     

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust                                 

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Office of the Certificate Registrar, duly endorsed by, or accompanied by an     
assignment in the form below or other written instrument of transfer in form    
satisfactory to the Certificate Registrar duly executed by the Holder hereof or 
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.                                           

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

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         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

  THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 [TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:    

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EXHIBIT A-10

 [FORM OF CLASS C CERTIFICATE]

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE       
POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE 
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE    
ENTITLED TO RECEIVE PAYMENT HEREON.]                                            

THIS CLASS C CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN 
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

[IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO   
THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME       
SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE  
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING   
THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH  
PERSON MUST BE AN ACCREDITED INVESTOR.]                                         

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES    
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION    
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN       
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING      
AGREEMENT REFERRED TO HEREIN.                                                   

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR       
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.            

THIS CLASS C CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER   
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING   
AND SERVICING AGREEMENT REFERRED TO HEREIN.                                     

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE                                             

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LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS CLASS C CERTIFICATE. ACCORDINGLY,  
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH     
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE  
BALANCE BY INQUIRY OF THE PAYING AGENT.                                         

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 5.638%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            SPECIAL SERVICER: CENTERLINE SERVICING
        INC.
CUT-OFF DATE: APRIL 1, 2007                                                     
                                   PAYING AGENT: WELLS FARGO BANK,
CLOSING DATE: APRIL 18, 2007              NATIONAL ASSOCIATION                  

FIRST DISTRIBUTION DATE: FEBRUARY 12,     PRIMARY SERVICER: PRINCIPAL GLOBAL    
2007                                      INVESTORS, LLC                        

AGGREGATE CERTIFICATE BALANCE OF THE      TRUSTEE: LASALLE BANK NATIONAL        
CLASS C CERTIFICATES AS OF THE CLOSING    ASSOCIATION                           
DATE: $18,427,000                                                               
                        CUSIP NO. 07388V AK4
CERTIFICATE BALANCE OF THIS CLASS C                                             
CERTIFICATE AS OF THE CLOSING DATE:                                             
$18,427,000 (SUBJECT TO SCHEDULE OF                                             
EXCHANGES ATTACHED)                                                             

No. C-1                                                                         

 CLASS C CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class C Certificates issued by the Trust created     
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the                          

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quotient expressed as a percentage obtained by dividing the Certificate Balance 
of this Certificate specified on the face hereof by the aggregate initial       
Certificate Balance of the Class C Certificates. The Certificates are designated
as the Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage    
Pass-Through Certificates, Series 2007-TOP26 and are issued in the Classes      
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.                 

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

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   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and Servicing Agreement. As provided in   
the Pooling and Servicing Agreement, withdrawals from the Certificate Account   
shall be made from time to time for purposes other than distributions to        
Certificateholders, such purposes including reimbursement of certain expenses   
incurred with respect to the servicing of the Mortgage Loans and administration 
of the Trust.                                                                   

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

          [Until this Regulation S Temporary Global Certificate is exchanged
for one or more Regulation S Permanent Global Certificates, the Holder hereof   
shall not be entitled to receive payments hereon; until so exchanged in full,   
this Regulation S Temporary Global Certificate shall in all other respects be   
entitled to the same benefits as other Certificates under the Pooling and       
Servicing Agreement.]                                                           

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

          [This Regulation S Temporary Global Certificate is exchangeable in
whole or in part for one or more Global Certificates only (i) on or after the   
termination of the 40-day distribution compliance period (as defined in         
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as      
defined in the Pooling Agreement) required by Article III of the Pooling and    
Servicing Agreement. Upon exchange of this Regulation S Temporary Global        
Certificate for one or more Global Certificates, the Trustee shall cancel this  
Regulation S Temporary Global Certificate.]                                     

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust                                 

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Office of the Certificate Registrar, duly endorsed by, or accompanied by an     
assignment in the form below or other written instrument of transfer in form    
satisfactory to the Certificate Registrar duly executed by the Holder hereof or 
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.                                           

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

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         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

  THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 [TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:    

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EXHIBIT A-11

 [FORM OF CLASS D CERTIFICATE]

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE       
POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE 
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE    
ENTITLED TO RECEIVE PAYMENT HEREON.]                                            

THIS CLASS D CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN 
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

[IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO   
THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME       
SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE  
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING   
THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH  
PERSON MUST BE AN ACCREDITED INVESTOR.]                                         

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES    
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION    
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN       
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING      
AGREEMENT REFERRED TO HEREIN.                                                   

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR       
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.            

THIS CLASS D CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER   
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING   
AND SERVICING AGREEMENT REFERRED TO HEREIN.                                     

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE                                             

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LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS CLASS D CERTIFICATE. ACCORDINGLY,  
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH     
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE  
BALANCE BY INQUIRY OF THE PAYING AGENT.                                         

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 5.638%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            SPECIAL SERVICER: CENTERLINE SERVICING
        INC.
CUT-OFF DATE: APRIL 1, 2007                                                     
                                   PAYING AGENT: WELLS FARGO BANK,
CLOSING DATE: APRIL 18, 2007              NATIONAL ASSOCIATION                  

FIRST DISTRIBUTION DATE: FEBRUARY 12,     PRIMARY SERVICER: PRINCIPAL GLOBAL    
2007                                      INVESTORS, LLC                        

AGGREGATE CERTIFICATE BALANCE OF THE      TRUSTEE: LASALLE BANK NATIONAL        
CLASS D CERTIFICATES AS OF THE CLOSING    ASSOCIATION                           
DATE: $28,958,000                                                               
                        CUSIP NO. 07388V AL2
CERTIFICATE BALANCE OF THIS CLASS D                                             
CERTIFICATE AS OF THE CLOSING DATE:                                             
$28,958,000 (SUBJECT TO SCHEDULE OF                                             
EXCHANGES ATTACHED)                                                             

No. D-1                                                                         

 CLASS D CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class D Certificates issued by the Trust created     
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the                          

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quotient expressed as a percentage obtained by dividing the Certificate Balance 
of this Certificate specified on the face hereof by the aggregate initial       
Certificate Balance of the Class D Certificates. The Certificates are designated
as the Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage    
Pass-Through Certificates, Series 2007-TOP26 and are issued in the Classes      
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.                 

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

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   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and Servicing Agreement. As provided in   
the Pooling and Servicing Agreement, withdrawals from the Certificate Account   
shall be made from time to time for purposes other than distributions to        
Certificateholders, such purposes including reimbursement of certain expenses   
incurred with respect to the servicing of the Mortgage Loans and administration 
of the Trust.                                                                   

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

          [Until this Regulation S Temporary Global Certificate is exchanged
for one or more Regulation S Permanent Global Certificates, the Holder hereof   
shall not be entitled to receive payments hereon; until so exchanged in full,   
this Regulation S Temporary Global Certificate shall in all other respects be   
entitled to the same benefits as other Certificates under the Pooling and       
Servicing Agreement.]                                                           

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

          [This Regulation S Temporary Global Certificate is exchangeable in
whole or in part for one or more Global Certificates only (i) on or after the   
termination of the 40-day distribution compliance period (as defined in         
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as      
defined in the Pooling Agreement) required by Article III of the Pooling and    
Servicing Agreement. Upon exchange of this Regulation S Temporary Global        
Certificate for one or more Global Certificates, the Trustee shall cancel this  
Regulation S Temporary Global Certificate.]                                     

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust                                 

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Office of the Certificate Registrar, duly endorsed by, or accompanied by an     
assignment in the form below or other written instrument of transfer in form    
satisfactory to the Certificate Registrar duly executed by the Holder hereof or 
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.                                           

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

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         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

  THIS IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 [TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:    

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EXHIBIT A-12

 [FORM OF CLASS E CERTIFICATE]

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE       
POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE 
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE    
ENTITLED TO RECEIVE PAYMENT HEREON.]                                            

THIS CLASS E CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN 
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

[IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO   
THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME       
SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE  
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING   
THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH  
PERSON MUST BE AN ACCREDITED INVESTOR.]                                         

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES    
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION    
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN       
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING      
AGREEMENT REFERRED TO HEREIN.                                                   

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR       
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.            

THIS CLASS E CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER   
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING   
AND SERVICING AGREEMENT REFERRED TO HEREIN.                                     

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE                                             

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LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS CLASS E CERTIFICATE. ACCORDINGLY,  
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH     
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE  
BALANCE BY INQUIRY OF THE PAYING AGENT.                                         

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 5.638%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            SPECIAL SERVICER: CENTERLINE SERVICING
        INC.
CUT-OFF DATE: APRIL 1, 2007                                                     
                                   PAYING AGENT: WELLS FARGO BANK,
CLOSING DATE: APRIL 18, 2007              NATIONAL ASSOCIATION                  

FIRST DISTRIBUTION DATE: FEBRUARY 12,     PRIMARY SERVICER: PRINCIPAL GLOBAL    
2007                                      INVESTORS, LLC                        

AGGREGATE CERTIFICATE BALANCE OF THE      TRUSTEE: LASALLE BANK NATIONAL        
CLASS E CERTIFICATES AS OF THE CLOSING    ASSOCIATION                           
DATE: $15,795,000                                                               
                        CUSIP NO. 07388V AM0
CERTIFICATE BALANCE OF THIS CLASS E                                             
CERTIFICATE AS OF THE CLOSING DATE:                                             
$15,795,000 (SUBJECT TO SCHEDULE OF                                             
EXCHANGES ATTACHED)                                                             

No. E-1                                                                         

 CLASS E CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class E Certificates issued by the Trust created     
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the                          

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quotient expressed as a percentage obtained by dividing the Certificate Balance 
of this Certificate specified on the face hereof by the aggregate initial       
Certificate Balance of the Class E Certificates. The Certificates are designated
as the Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage    
Pass-Through Certificates, Series 2007-TOP26 and are issued in the Classes as   
specifically set forth in the Pooling and Servicing Agreement. The Certificates 
will evidence in the aggregate 100% of the beneficial ownership of the Trust.   

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

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   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and Servicing Agreement. As provided in   
the Pooling and Servicing Agreement, withdrawals from the Certificate Account   
shall be made from time to time for purposes other than distributions to        
Certificateholders, such purposes including reimbursement of certain expenses   
incurred with respect to the servicing of the Mortgage Loans and administration 
of the Trust.                                                                   

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

          [Until this Regulation S Temporary Global Certificate is exchanged
for one or more Regulation S Permanent Global Certificates, the Holder hereof   
shall not be entitled to receive payments hereon; until so exchanged in full,   
this Regulation S Temporary Global Certificate shall in all other respects be   
entitled to the same benefits as other Certificates under the Pooling and       
Servicing Agreement.]                                                           

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

          [This Regulation S Temporary Global Certificate is exchangeable in
whole or in part for one or more Global Certificates only (i) on or after the   
termination of the 40-day distribution compliance period (as defined in         
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as      
defined in the Pooling Agreement) required by Article III of the Pooling and    
Servicing Agreement. Upon exchange of this Regulation S Temporary Global        
Certificate for one or more Global Certificates, the Trustee shall cancel this  
Regulation S Temporary Global Certificate.]                                     

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust                                 

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Office of the Certificate Registrar, duly endorsed by, or accompanied by an     
assignment in the form below or other written instrument of transfer in form    
satisfactory to the Certificate Registrar duly executed by the Holder hereof or 
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.                                           

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book-entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

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         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

  THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 [TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:    

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EXHIBIT A-13

 [FORM OF CLASS F CERTIFICATE]

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE       
POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE 
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE    
ENTITLED TO RECEIVE PAYMENT HEREON.]                                            

THIS CLASS F CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN 
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

[IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO   
THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME       
SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE  
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING   
THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH  
PERSON MUST BE AN ACCREDITED INVESTOR.]                                         

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES    
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION    
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN       
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING      
AGREEMENT REFERRED TO HEREIN.                                                   

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR       
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.            

THIS CLASS F CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER   
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING   
AND SERVICING AGREEMENT REFERRED TO HEREIN.                                     

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE                                             

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LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS CLASS F CERTIFICATE. ACCORDINGLY,  
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH     
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE  
BALANCE BY INQUIRY OF THE PAYING AGENT.                                         

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 5.638%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            SPECIAL SERVICER: CENTERLINE SERVICING
        INC.
CUT-OFF DATE: APRIL 1, 2007                                                     
                                   PAYING AGENT: WELLS FARGO BANK,
CLOSING DATE: APRIL 18, 2007              NATIONAL ASSOCIATION                  

FIRST DISTRIBUTION DATE: FEBRUARY 12,     PRIMARY SERVICER: PRINCIPAL GLOBAL    
2007                                      INVESTORS, LLC                        

AGGREGATE CERTIFICATE BALANCE OF THE      TRUSTEE: LASALLE BANK NATIONAL        
CLASS F CERTIFICATES AS OF THE CLOSING    ASSOCIATION                           
DATE: $18,427,000                                                               
                        CUSIP NO. 07388V AN8
CERTIFICATE BALANCE OF THIS CLASS F                                             
CERTIFICATE AS OF THE CLOSING DATE:                                             
$18,427,000 (SUBJECT TO SCHEDULE OF                                             
EXCHANGES ATTACHED)                                                             

No. F-1                                                                         

 CLASS F CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class F Certificates issued by the Trust created     
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the                          

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quotient expressed as a percentage obtained by dividing the Certificate Balance 
of this Certificate specified on the face hereof by the aggregate initial       
Certificate Balance of the Class F Certificates. The Certificates are designated
as the Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage    
Pass-Through Certificates, Series 2007-TOP26 and are issued in the Classes      
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.                 

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

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   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and Servicing Agreement. As provided in   
the Pooling and Servicing Agreement, withdrawals from the Certificate Account   
shall be made from time to time for purposes other than distributions to        
Certificateholders, such purposes including reimbursement of certain expenses   
incurred with respect to the servicing of the Mortgage Loans and administration 
of the Trust.                                                                   

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

          [Until this Regulation S Temporary Global Certificate is exchanged
for one or more Regulation S Permanent Global Certificates, the Holder hereof   
shall not be entitled to receive payments hereon; until so exchanged in full,   
this Regulation S Temporary Global Certificate shall in all other respects be   
entitled to the same benefits as other Certificates under the Pooling and       
Servicing Agreement.]                                                           

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

          [This Regulation S Temporary Global Certificate is exchangeable in
whole or in part for one or more Global Certificates only (i) on or after the   
termination of the 40-day distribution compliance period (as defined in         
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as      
defined in the Pooling Agreement) required by Article III of the Pooling and    
Servicing Agreement. Upon exchange of this Regulation S Temporary Global        
Certificate for one or more Global Certificates, the Trustee shall cancel this  
Regulation S Temporary Global Certificate.]                                     

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust                                 

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Office of the Certificate Registrar, duly endorsed by, or accompanied by an     
assignment in the form below or other written instrument of transfer in form    
satisfactory to the Certificate Registrar duly executed by the Holder hereof or 
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.                                           

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

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         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

  THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 [TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:    

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EXHIBIT A-14

 [FORM OF CLASS G CERTIFICATE]

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE       
POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE 
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE    
ENTITLED TO RECEIVE PAYMENT HEREON.]                                            

THIS CLASS G CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN 
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

[IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO   
THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME       
SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE  
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING   
THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH  
PERSON MUST BE AN ACCREDITED INVESTOR.]                                         

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES    
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION    
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN       
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING      
AGREEMENT REFERRED TO HEREIN.                                                   

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR       
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.            

THIS CLASS G CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER   
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING   
AND SERVICING AGREEMENT REFERRED TO HEREIN.                                     

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE                                             

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LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS CLASS G CERTIFICATE. ACCORDINGLY,  
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH     
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE  
BALANCE BY INQUIRY OF THE PAYING AGENT.                                         

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 5.638%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            SPECIAL SERVICER: CENTERLINE SERVICING
        INC.
CUT-OFF DATE: APRIL 1, 2007                                                     
                                   PAYING AGENT: WELLS FARGO BANK,
CLOSING DATE: APRIL 18, 2007              NATIONAL ASSOCIATION                  

FIRST DISTRIBUTION DATE: FEBRUARY 12,     PRIMARY SERVICER: PRINCIPAL GLOBAL    
2007                                      INVESTORS, LLC                        

AGGREGATE CERTIFICATE BALANCE OF THE      TRUSTEE: LASALLE BANK NATIONAL        
CLASS G CERTIFICATES AS OF THE CLOSING    ASSOCIATION                           
DATE: $18,428,000                                                               
                        CUSIP NO. 07388V AP3
CERTIFICATE BALANCE OF THIS CLASS G                                             
CERTIFICATE AS OF THE CLOSING DATE:                                             
$18,428,000 (SUBJECT TO SCHEDULE OF                                             
EXCHANGES ATTACHED)                                                             

No. G-1                                                                         

 CLASS G CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class G Certificates issued by the Trust created     
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the                          

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quotient expressed as a percentage obtained by dividing the Certificate Balance 
of this Certificate specified on the face hereof by the aggregate initial       
Certificate Balance of the Class G Certificates. The Certificates are designated
as the Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage    
Pass-Through Certificates, Series 2007-TOP26 and are issued in the Classes      
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.                 

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

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   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and Servicing Agreement. As provided in   
the Pooling and Servicing Agreement, withdrawals from the Certificate Account   
shall be made from time to time for purposes other than distributions to        
Certificateholders, such purposes including reimbursement of certain expenses   
incurred with respect to the servicing of the Mortgage Loans and administration 
of the Trust.                                                                   

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

          [Until this Regulation S Temporary Global Certificate is exchanged
for one or more Regulation S Permanent Global Certificates, the Holder hereof   
shall not be entitled to receive payments hereon; until so exchanged in full,   
this Regulation S Temporary Global Certificate shall in all other respects be   
entitled to the same benefits as other Certificates under the Pooling and       
Servicing Agreement.]                                                           

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

          [This Regulation S Temporary Global Certificate is exchangeable in
whole or in part for one or more Global Certificates only (i) on or after the   
termination of the 40-day distribution compliance period (as defined in         
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as      
defined in the Pooling Agreement) required by Article III of the Pooling and    
Servicing Agreement. Upon exchange of this Regulation S Temporary Global        
Certificate for one or more Global Certificates, the Trustee shall cancel this  
Regulation S Temporary Global Certificate.]                                     

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust                                 

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Office of the Certificate Registrar, duly endorsed by, or accompanied by an     
assignment in the form below or other written instrument of transfer in form    
satisfactory to the Certificate Registrar duly executed by the Holder hereof or 
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.                                           

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

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         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

  THIS IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 [TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:    

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EXHIBIT A-15

 [FORM OF CLASS H CERTIFICATE]

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE       
POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE 
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE    
ENTITLED TO RECEIVE PAYMENT HEREON.]                                            

THIS CLASS H CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN 
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

[IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO   
THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME       
SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE  
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING   
THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH  
PERSON MUST BE AN ACCREDITED INVESTOR.]                                         

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES    
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION    
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN       
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING      
AGREEMENT REFERRED TO HEREIN.                                                   

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR       
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.            

THIS CLASS H CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER   
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING   
AND SERVICING AGREEMENT REFERRED TO HEREIN.                                     

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE                                             

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LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS CLASS H CERTIFICATE. ACCORDINGLY,  
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH     
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE  
BALANCE BY INQUIRY OF THE PAYING AGENT.                                         

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 5.638%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            SPECIAL SERVICER: CENTERLINE          
                  SERVICING INC.
CUT-OFF DATE: APRIL 1, 200                                                      
                                   PAYING AGENT: WELLS FARGO BANK,
CLOSING DATE: APRIL 18, 2007              NATIONAL ASSOCIATION                  

FIRST DISTRIBUTION DATE: FEBRUARY 12,     PRIMARY SERVICER: PRINCIPAL GLOBAL    
2007                                      INVESTORS, LLC                        

AGGREGATE CERTIFICATE BALANCE OF THE      TRUSTEE: LASALLE BANK NATIONAL        
CLASS H CERTIFICATES AS OF THE            ASSOCIATION                           
CLOSING DATE: $18,427,000                                                       
                        CUSIP NO. 07388V AQ1
CERTIFICATE BALANCE OF THIS CLASS H                                             
CERTIFICATE AS OF THE CLOSING DATE:                                             
$18,427,000 (SUBJECT TO SCHEDULE OF                                             
EXCHANGES ATTACHED)                                                             

No. H-1                                                                         

 CLASS H CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class H Certificates issued by the Trust created     
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the                          

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quotient expressed as a percentage obtained by dividing the Certificate Balance 
of this Certificate specified on the face hereof by the aggregate initial       
Certificate Balance of the Class H Certificates. The Certificates are designated
as the Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage    
Pass-Through Certificates, Series 2007-TOP26 and are issued in the Classes      
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.                 

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

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   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and Servicing Agreement. As provided in   
the Pooling and Servicing Agreement, withdrawals from the Certificate Account   
shall be made from time to time for purposes other than distributions to        
Certificateholders, such purposes including reimbursement of certain expenses   
incurred with respect to the servicing of the Mortgage Loans and administration 
of the Trust.                                                                   

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

          [Until this Regulation S Temporary Global Certificate is exchanged
for one or more Regulation S Permanent Global Certificates, the Holder hereof   
shall not be entitled to receive payments hereon; until so exchanged in full,   
this Regulation S Temporary Global Certificate shall in all other respects be   
entitled to the same benefits as other Certificates under the Pooling and       
Servicing Agreement.]                                                           

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

          [This Regulation S Temporary Global Certificate is exchangeable in
whole or in part for one or more Global Certificates only (i) on or after the   
termination of the 40-day distribution compliance period (as defined in         
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as      
defined in the Pooling Agreement) required by Article III of the Pooling and    
Servicing Agreement. Upon exchange of this Regulation S Temporary Global        
Certificate for one or more Global Certificates, the Trustee shall cancel this  
Regulation S Temporary Global Certificate.]                                     

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust                                 

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Office of the Certificate Registrar, duly endorsed by, or accompanied by an     
assignment in the form below or other written instrument of transfer in form    
satisfactory to the Certificate Registrar duly executed by the Holder hereof or 
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations will be issued to the
designated transferee or transferees.                                           

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

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         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

  THIS IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 [TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:    

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EXHIBIT A-16

 [FORM OF CLASS J CERTIFICATE]

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE       
POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE 
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE    
ENTITLED TO RECEIVE PAYMENT HEREON.]                                            

THIS CLASS J CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN 
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES    
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION    
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN       
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING      
AGREEMENT REFERRED TO HEREIN.                                                   

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR       
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.            

THIS CLASS J CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER   
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING   
AND SERVICING AGREEMENT REFERRED TO HEREIN.                                     

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS J CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE   
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY    
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.       

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT  
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I                                  

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OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),   
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR  
APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR   
INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS  
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.       

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 5.152%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            SPECIAL SERVICER: CENTERLINE          
                  SERVICING INC.
CUT-OFF DATE: APRIL 1, 2007                                                     
                                   PAYING AGENT: WELLS FARGO BANK,
CLOSING DATE: APRIL 18, 2007              NATIONAL ASSOCIATION                  

FIRST DISTRIBUTION DATE: FEBRUARY 12,     PRIMARY SERVICER: PRINCIPAL GLOBAL    
2007                                      INVESTORS, LLC                        

AGGREGATE CERTIFICATE BALANCE OF THE      TRUSTEE: LASALLE BANK NATIONAL        
CLASS J CERTIFICATES AS OF THE            ASSOCIATION                           
CLOSING DATE: $2,633,000                                                        
                        CUSIP NO. 07388V AR9
CERTIFICATE BALANCE OF THIS CLASS J                                             
CERTIFICATE AS OF THE CLOSING DATE:                                             
$2,633,000 (SUBJECT TO SCHEDULE OF                                              
EXCHANGES ATTACHED)                                                             

No. J-1                                                                         

 CLASS J CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class J Certificates issued by the Trust created     
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the quotient expressed as a  
percentage obtained by dividing the Certificate Balance of this                 

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Certificate specified on the face hereof by the aggregate initial Certificate   
Balance of the Class J Certificates. The Certificates are designated as the Bear
Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through   
Certificates, Series 2007-TOP26 and are issued in the Classes as specifically   
set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.                 

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and                                       

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Servicing Agreement. As provided in the Pooling and Servicing Agreement,        
withdrawals from the Certificate Account shall be made from time to time for    
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the 
Mortgage Loans and administration of the Trust.                                 

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

          [Until this Regulation S Temporary Global Certificate is exchanged
for one or more Regulation S Permanent Global Certificates, the Holder hereof   
shall not be entitled to receive payments hereon; until so exchanged in full,   
this Regulation S Temporary Global Certificate shall in all other respects be   
entitled to the same benefits as other Certificates under the Pooling and       
Servicing Agreement.]                                                           

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

          [This Regulation S Temporary Global Certificate is exchangeable in
whole or in part for one or more Global Certificates only (i) on or after the   
termination of the 40-day distribution compliance period (as defined in         
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as      
defined in the Pooling Agreement) required by Article III of the Pooling and    
Servicing Agreement. Upon exchange of this Regulation S Temporary Global        
Certificate for one or more Global Certificates, the Trustee shall cancel this  
Regulation S Temporary Global Certificate.]                                     

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust Office of the Certificate       
Registrar, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Certificate 
Registrar                                                                       

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duly executed by the Holder hereof or such Holder's attorney duly authorized in 
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations will be issued to the designated transferee or         
transferees.                                                                    

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book-entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

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         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

  THIS IS ONE OF THE CLASS J CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 [TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:    

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EXHIBIT A-17

 [FORM OF CLASS K CERTIFICATE]

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE       
POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE 
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE    
ENTITLED TO RECEIVE PAYMENT HEREON.]                                            

THIS CLASS K CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN 
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES    
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION    
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN       
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING      
AGREEMENT REFERRED TO HEREIN.                                                   

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR       
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.            

THIS CLASS K CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER   
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING   
AND SERVICING AGREEMENT REFERRED TO HEREIN.                                     

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS K CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE   
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY    
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.       

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT  
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I                                  

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OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),   
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR  
APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR   
INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS  
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.       

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 5.152%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            SPECIAL SERVICER: CENTERLINE          
                  SERVICING INC.

CUT-OFF DATE: APRIL 1, 2007               PAYING AGENT: WELLS FARGO BANK,       
                        NATIONAL ASSOCIATION
CLOSING DATE: APRIL 18, 2007                                                    

FIRST DISTRIBUTION DATE: FEBRUARY 12,     PRIMARY SERVICER: PRINCIPAL GLOBAL    
2007                                      INVESTORS, LLC                        

AGGREGATE CERTIFICATE BALANCE OF THE      TRUSTEE: LASALLE BANK NATIONAL        
CLASS K CERTIFICATES AS OF THE            ASSOCIATION                           
CLOSING DATE: $2,632,000                                                        
                        CUSIP NO. 07388V AS7
CERTIFICATE BALANCE OF THIS CLASS K                                             
CERTIFICATE AS OF THE CLOSING DATE:                                             
$2,632,000 (SUBJECT TO SCHEDULE OF                                              
EXCHANGES ATTACHED)                                                             

No. K-1                                                                         

 CLASS K CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class K Certificates issued by the Trust created     
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the quotient expressed as a  
percentage obtained by dividing the Certificate Balance of this Certificate     
specified on the face hereof by the aggregate initial Certificate Balance of the
Class K                                                                         

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Certificates. The Certificates are designated as the Bear Stearns Commercial    
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 
2007-TOP26 and are issued in the Classes as specifically set forth in the       
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.                                  

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and Servicing Agreement. As provided in   
the Pooling and Servicing Agreement, withdrawals from                           

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the Certificate Account shall be made from time to time for purposes other than 
distributions to Certificateholders, such purposes including reimbursement of   
certain expenses incurred with respect to the servicing of the Mortgage Loans   
and administration of the Trust.                                                

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

          [Until this Regulation S Temporary Global Certificate is exchanged
for one or more Regulation S Permanent Global Certificates, the Holder hereof   
shall not be entitled to receive payments hereon; until so exchanged in full,   
this Regulation S Temporary Global Certificate shall in all other respects be   
entitled to the same benefits as other Certificates under the Pooling and       
Servicing Agreement.]                                                           

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

          [This Regulation S Temporary Global Certificate is exchangeable in
whole or in part for one or more Global Certificates only (i) on or after the   
termination of the 40-day distribution compliance period (as defined in         
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as      
defined in the Pooling Agreement) required by Article III of the Pooling and    
Servicing Agreement. Upon exchange of this Regulation S Temporary Global        
Certificate for one or more Global Certificates, the Trustee shall cancel this  
Regulation S Temporary Global Certificate.]                                     

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust Office of the Certificate       
Registrar, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Certificate 
Registrar duly executed by the Holder hereof or such Holder's attorney duly     
authorized in writing, and                                                      

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thereupon one or more new Certificates of the same Class in authorized          
denominations will be issued to the designated transferee or transferees.       

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book-entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

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         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

  THIS IS ONE OF THE CLASS K CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 [TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:    

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EXHIBIT A-18

 [FORM OF CLASS L CERTIFICATE]

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE       
POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE 
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE    
ENTITLED TO RECEIVE PAYMENT HEREON.]                                            

THIS CLASS L CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN 
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES    
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION    
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN       
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING      
AGREEMENT REFERRED TO HEREIN.                                                   

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR       
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.            

THIS CLASS L CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER   
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING   
AND SERVICING AGREEMENT REFERRED TO HEREIN.                                     

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS L CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE   
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY    
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.       

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT  
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I                                  

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OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),   
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR  
APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR   
INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS  
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.       

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 5.152%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            SPECIAL SERVICER: CENTERLINE          
                  SERVICING INC.
CUT-OFF DATE: APRIL 1, 2007                                                     
                                   PAYING AGENT: WELLS FARGO BANK,
CLOSING DATE: APRIL 18, 2007              NATIONAL ASSOCIATION                  

FIRST DISTRIBUTION DATE: FEBRUARY 12,     PRIMARY SERVICER: PRINCIPAL GLOBAL    
2007                                      INVESTORS, LLC                        

AGGREGATE CERTIFICATE BALANCE OF THE      TRUSTEE: LASALLE BANK NATIONAL        
CLASS L CERTIFICATES AS OF THE            ASSOCIATION                           
CLOSING DATE: $5,265,000                                                        
                        CUSIP NO. 07388V AT5
CERTIFICATE BALANCE OF THIS CLASS L                                             
CERTIFICATE AS OF THE CLOSING DATE:                                             
$5,265,000 (SUBJECT TO SCHEDULE OF                                              
EXCHANGES ATTACHED)                                                             

No. L-1                                                                         

 CLASS L CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class L Certificates issued by the Trust created     
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the quotient expressed as a  
percentage obtained by dividing the Certificate Balance of this Certificate     
specified on the face hereof by the aggregate initial Certificate Balance of the
Class L                                                                         

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Certificates. The Certificates are designated as the Bear Stearns Commercial    
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 
2007-TOP26 and are issued in the Classes as specifically set forth in the       
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust.                                  

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and Servicing Agreement. As provided in   
the Pooling and Servicing Agreement, withdrawals from                           

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the Certificate Account shall be made from time to time for purposes other than 
distributions to Certificateholders, such purposes including reimbursement of   
certain expenses incurred with respect to the servicing of the Mortgage Loans   
and administration of the Trust.                                                

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

          [Until this Regulation S Temporary Global Certificate is exchanged
for one or more Regulation S Permanent Global Certificates, the Holder hereof   
shall not be entitled to receive payments hereon; until so exchanged in full,   
this Regulation S Temporary Global Certificate shall in all other respects be   
entitled to the same benefits as other Certificates under the Pooling and       
Servicing Agreement.]                                                           

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

          [This Regulation S Temporary Global Certificate is exchangeable in
whole or in part for one or more Global Certificates only (i) on or after the   
termination of the 40-day distribution compliance period (as defined in         
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as      
defined in the Pooling Agreement) required by Article III of the Pooling and    
Servicing Agreement. Upon exchange of this Regulation S Temporary Global        
Certificate for one or more Global Certificates, the Trustee shall cancel this  
Regulation S Temporary Global Certificate.]                                     

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust Office of the Certificate       
Registrar, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Certificate 
Registrar duly executed by the Holder hereof or such Holder's attorney duly     
authorized in writing, and                                                      

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thereupon one or more new Certificates of the same Class in authorized          
denominations will be issued to the designated transferee or transferees.       

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book-entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

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         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

  THIS IS ONE OF THE CLASS L CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 [TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:    

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EXHIBIT A-19

 [FORM OF CLASS M CERTIFICATE]

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE       
POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE 
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE    
ENTITLED TO RECEIVE PAYMENT HEREON.]                                            

THIS CLASS M CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN 
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES    
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION    
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN       
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING      
AGREEMENT REFERRED TO HEREIN.                                                   

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR       
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.            

THIS CLASS M CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER   
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING   
AND SERVICING AGREEMENT REFERRED TO HEREIN.                                     

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS M CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE   
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY    
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.       

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT  
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I                                  

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OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),   
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR  
APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR   
INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS  
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.       

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 5.152%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            SPECIAL SERVICER: CENTERLINE          
                  SERVICING INC.
CUT-OFF DATE: APRIL 1, 2007                                                     
                                   PAYING AGENT: WELLS FARGO BANK,
CLOSING DATE: APRIL 18, 2007              NATIONAL ASSOCIATION                  

FIRST DISTRIBUTION DATE: FEBRUARY 12,     PRIMARY SERVICER: PRINCIPAL GLOBAL    
2007                                      INVESTORS, LLC                        

AGGREGATE CERTIFICATE BALANCE OF THE      TRUSTEE: LASALLE BANK NATIONAL        
CLASS M CERTIFICATES AS OF THE            ASSOCIATION                           
CLOSING DATE: $2,633,000                                                        
                        CUSIP NO. 07388V AU2
CERTIFICATE BALANCE OF THIS CLASS M                                             
CERTIFICATE AS OF THE CLOSING DATE:                                             
$2,633,000 (SUBJECT TO SCHEDULE OF                                              
EXCHANGES ATTACHED)                                                             

No. M-1                                                                         

 CLASS M CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class M Certificates issued by the Trust created     
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), Bear Stearns Commercial Mortgage Securities 
Inc. (hereinafter called the "Depositor", which term includes any successor     
entity under the Pooling and Servicing Agreement), the Trustee, the Paying      
Agent, the Certificate Registrar, the Master Servicer and the Special Servicer, 
a summary of certain of the pertinent provisions of which is set forth          
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the quotient expressed as a  
percentage obtained by dividing the Certificate Balance of this                 

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Certificate specified on the face hereof by the aggregate initial Certificate   
Balance of the Class M Certificates. The Certificates are designated as the Bear
Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through   
Certificates, Series 2007-TOP26 and are issued in the Classes as specifically   
set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.                 

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and                                       

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Servicing Agreement. As provided in the Pooling and Servicing Agreement,        
withdrawals from the Certificate Account shall be made from time to time for    
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the 
Mortgage Loans and administration of the Trust.                                 

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

          [Until this Regulation S Temporary Global Certificate is exchanged
for one or more Regulation S Permanent Global Certificates, the Holder hereof   
shall not be entitled to receive payments hereon; until so exchanged in full,   
this Regulation S Temporary Global Certificate shall in all other respects be   
entitled to the same benefits as other Certificates under the Pooling and       
Servicing Agreement.]                                                           

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

          [This Regulation S Temporary Global Certificate is exchangeable in
whole or in part for one or more Global Certificates only (i) on or after the   
termination of the 40-day distribution compliance period (as defined in         
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as      
defined in the Pooling Agreement) required by Article III of the Pooling and    
Servicing Agreement. Upon exchange of this Regulation S Temporary Global        
Certificate for one or more Global Certificates, the Trustee shall cancel this  
Regulation S Temporary Global Certificate.]                                     

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust Office of the Certificate       
Registrar, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Certificate 
Registrar                                                                       

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duly executed by the Holder hereof or such Holder's attorney duly authorized in 
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations will be issued to the designated transferee or         
transferees.                                                                    

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book-entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

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         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

  THIS IS ONE OF THE CLASS M CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 [TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:    

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EXHIBIT A-20

 [FORM OF CLASS N CERTIFICATE]

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE       
POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE 
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE    
ENTITLED TO RECEIVE PAYMENT HEREON.]                                            

THIS CLASS N CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN 
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES    
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION    
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN       
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING      
AGREEMENT REFERRED TO HEREIN.                                                   

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR       
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.            

THIS CLASS N CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER   
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING   
AND SERVICING AGREEMENT REFERRED TO HEREIN.                                     

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS N CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE   
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY    
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.       

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT  
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I                                  

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OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),   
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR  
APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR   
INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS  
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.       

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 5.152%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            SPECIAL SERVICER: CENTERLINE          
                  SERVICING INC.
CUT-OFF DATE: APRIL 1, 2007                                                     
                                   PAYING AGENT: WELLS FARGO BANK,
CLOSING DATE: APRIL 18, 2007              NATIONAL ASSOCIATION                  

FIRST DISTRIBUTION DATE: FEBRUARY 12,     PRIMARY SERVICER: PRINCIPAL GLOBAL    
2007                                      INVESTORS, LLC                        

AGGREGATE CERTIFICATE BALANCE OF THE      TRUSTEE: LASALLE BANK NATIONAL        
CLASS N CERTIFICATES AS OF THE            ASSOCIATION                           
CLOSING DATE: $5,265,000                                                        
                        CUSIP NO. 07388V AV0
CERTIFICATE BALANCE OF THIS CLASS N                                             
CERTIFICATE AS OF THE CLOSING DATE:                                             
$5,265,000 (SUBJECT TO SCHEDULE OF                                              
EXCHANGES ATTACHED)                                                             

No. N-1                                                                         

 CLASS N CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class N Certificates issued by the Trust created     
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the quotient expressed as a  
percentage obtained by dividing the Certificate Balance of this                 

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Certificate specified on the face hereof by the aggregate initial Certificate   
Balance of the Class N Certificates. The Certificates are designated as the Bear
Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through   
Certificates, Series 2007-TOP26 and are issued in the Classes as specifically   
set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.                 

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and                                       

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Servicing Agreement. As provided in the Pooling and Servicing Agreement,        
withdrawals from the Certificate Account shall be made from time to time for    
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the 
Mortgage Loans and administration of the Trust.                                 

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

          [Until this Regulation S Temporary Global Certificate is exchanged
for one or more Regulation S Permanent Global Certificates, the Holder hereof   
shall not be entitled to receive payments hereon; until so exchanged in full,   
this Regulation S Temporary Global Certificate shall in all other respects be   
entitled to the same benefits as other Certificates under the Pooling and       
Servicing Agreement.]                                                           

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

          [This Regulation S Temporary Global Certificate is exchangeable in
whole or in part for one or more Global Certificates only (i) on or after the   
termination of the 40-day distribution compliance period (as defined in         
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as      
defined in the Pooling Agreement) required by Article III of the Pooling and    
Servicing Agreement. Upon exchange of this Regulation S Temporary Global        
Certificate for one or more Global Certificates, the Trustee shall cancel this  
Regulation S Temporary Global Certificate.]                                     

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust Office of the Certificate       
Registrar,                                                                      

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duly endorsed by, or accompanied by an assignment in the form below or other    
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by the Holder hereof or such Holder's attorney duly authorized in 
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations will be issued to the designated transferee or         
transferees.                                                                    

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book-entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

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         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

  THIS IS ONE OF THE CLASS N CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 [TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:    

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EXHIBIT A-21

 [FORM OF CLASS O CERTIFICATE]

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE       
POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE 
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE    
ENTITLED TO RECEIVE PAYMENT HEREON.]                                            

THIS CLASS O CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN 
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES    
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION    
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN       
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING      
AGREEMENT REFERRED TO HEREIN.                                                   

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR       
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.            

THIS CLASS O CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER   
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING   
AND SERVICING AGREEMENT REFERRED TO HEREIN.                                     

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS O CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE   
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY    
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.       

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT  
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I                                  

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OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),   
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR  
APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR   
INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS  
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.       

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 5.152%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            SPECIAL SERVICER: CENTERLINE          
                  SERVICING INC.
CUT-OFF DATE: APRIL 1, 2007                                                     
                                   PAYING AGENT: WELLS FARGO BANK,
CLOSING DATE: APRIL 18, 2007              NATIONAL ASSOCIATION                  

FIRST DISTRIBUTION DATE: FEBRUARY 12,     PRIMARY SERVICER: PRINCIPAL GLOBAL    
2007                                      INVESTORS, LLC                        

AGGREGATE CERTIFICATE BALANCE OF THE      TRUSTEE: LASALLE BANK NATIONAL        
CLASS O CERTIFICATES AS OF THE            ASSOCIATION                           
CLOSING DATE: $2,632,000                                                        
                        CUSIP NO. 07388V AW8
CERTIFICATE BALANCE OF THIS CLASS O                                             
CERTIFICATE AS OF THE CLOSING DATE:                                             
$2,632,000 (SUBJECT TO SCHEDULE OF                                              
EXCHANGES ATTACHED)                                                             

No. O-1                                                                         

 CLASS O CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class O Certificates issued by the Trust created     
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the quotient expressed as a  
percentage obtained by dividing the Certificate Balance of this                 

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Certificate specified on the face hereof by the aggregate initial Certificate   
Balance of the Class O Certificates. The Certificates are designated as the Bear
Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through   
Certificates, Series 2007-TOP26 and are issued in the Classes as specifically   
set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.                 

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and                                       

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Servicing Agreement. As provided in the Pooling and Servicing Agreement,        
withdrawals from the Certificate Account shall be made from time to time for    
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the 
Mortgage Loans and administration of the Trust.                                 

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

          [Until this Regulation S Temporary Global Certificate is exchanged
for one or more Regulation S Permanent Global Certificates, the Holder hereof   
shall not be entitled to receive payments hereon; until so exchanged in full,   
this Regulation S Temporary Global Certificate shall in all other respects be   
entitled to the same benefits as other Certificates under the Pooling and       
Servicing Agreement.]                                                           

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

          [This Regulation S Temporary Global Certificate is exchangeable in
whole or in part for one or more Global Certificates only (i) on or after the   
termination of the 40-day distribution compliance period (as defined in         
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as      
defined in the Pooling Agreement) required by Article III of the Pooling and    
Servicing Agreement. Upon exchange of this Regulation S Temporary Global        
Certificate for one or more Global Certificates, the Trustee shall cancel this  
Regulation S Temporary Global Certificate.]                                     

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust Office of the Certificate       
Registrar, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Certificate 
Registrar                                                                       

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duly executed by the Holder hereof or such Holder's attorney duly authorized in 
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations will be issued to the designated transferee or         
transferees.                                                                    

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book-entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

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         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

  THIS IS ONE OF THE CLASS O CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 [TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:    

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EXHIBIT A-22

 [FORM OF CLASS P CERTIFICATE]

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE       
POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE 
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE    
ENTITLED TO RECEIVE PAYMENT HEREON.]                                            

THIS CLASS P CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN 
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES    
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION    
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN       
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING      
AGREEMENT REFERRED TO HEREIN.                                                   

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR       
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.            

THIS CLASS P CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER   
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING   
AND SERVICING AGREEMENT REFERRED TO HEREIN.                                     

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,        
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS P CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE   
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY    
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.       

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT  
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I                                  

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OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),   
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR  
APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR   
INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS  
TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.       

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 5.152%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            SPECIAL SERVICER: CENTERLINE          
                  SERVICING INC.
CUT-OFF DATE: APRIL 1, 2007                                                     
                                   PAYING AGENT: WELLS FARGO BANK,
CLOSING DATE: APRIL 18, 2007              NATIONAL ASSOCIATION                  

FIRST DISTRIBUTION DATE: FEBRUARY 12,     PRIMARY SERVICER: PRINCIPAL GLOBAL    
2007                                      INVESTORS, LLC                        

AGGREGATE CERTIFICATE BALANCE OF THE      TRUSTEE: LASALLE BANK NATIONAL        
CLASS P CERTIFICATES AS OF THE            ASSOCIATION                           
CLOSING DATE: $15,795,971                                                       
                        CUSIP NO. 07388V AX6
CERTIFICATE BALANCE OF THIS CLASS P                                             
CERTIFICATE AS OF THE CLOSING DATE:                                             
$15,795,971 (SUBJECT TO SCHEDULE OF                                             
EXCHANGES ATTACHED)                                                             

No. P-1                                                                         

 CLASS P CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class P Certificates issued by the Trust created     
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor", which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class P          
Certificates specified on the face hereof equal to the quotient expressed as a  
percentage obtained by dividing the Certificate Balance of this                 

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Certificate specified on the face hereof by the aggregate initial Certificate   
Balance of the Class P Certificates. The Certificates are designated as the Bear
Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through   
Certificates, Series 2007-TOP26 and are issued in the Classes as specifically   
set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.                 

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

           Distributions of principal of and interest on this Certificate will
be made out of the Available Distribution Amount, to the extent and subject to  
the limitations set forth in the Pooling and Servicing Agreement, on the 12th   
day of each month or, if such 12th day is not a Business Day, the next          
succeeding Business Day (a "Distribution Date") commencing on the first         
Distribution Date specified above, to the Person in whose name this Certificate 
is registered at the close of business on the last Business Day of the month    
immediately preceding the month of such distribution (the "Record Date"). All   
sums distributable on this Certificate are payable in the coin or currency of   
the United States of America as at the time of payment is legal tender for the  
payment of public and private debts.                                            

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate on   
the Certificate Balance of this Certificate immediately prior to each           
Distribution Date. Principal and interest allocated to this Certificate on any  
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class P Certificates will be allocated pro rata 
among the outstanding Certificates of such Class.                               

   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and                                       

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Servicing Agreement. As provided in the Pooling and Servicing Agreement,        
withdrawals from the Certificate Account shall be made from time to time for    
purposes other than distributions to Certificateholders, such purposes including
reimbursement of certain expenses incurred with respect to the servicing of the 
Mortgage Loans and administration of the Trust.                                 

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

          [Until this Regulation S Temporary Global Certificate is exchanged
for one or more Regulation S Permanent Global Certificates, the Holder hereof   
shall not be entitled to receive payments hereon; until so exchanged in full,   
this Regulation S Temporary Global Certificate shall in all other respects be   
entitled to the same benefits as other Certificates under the Pooling and       
Servicing Agreement.]                                                           

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   

          [This Regulation S Temporary Global Certificate is exchangeable in
whole or in part for one or more Global Certificates only (i) on or after the   
termination of the 40-day distribution compliance period (as defined in         
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as      
defined in the Pooling Agreement) required by Article III of the Pooling and    
Servicing Agreement. Upon exchange of this Regulation S Temporary Global        
Certificate for one or more Global Certificates, the Trustee shall cancel this  
Regulation S Temporary Global Certificate.]                                     

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust Office of the Certificate       
Registrar, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Certificate 
Registrar                                                                       

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duly executed by the Holder hereof or such Holder's attorney duly authorized in 
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations will be issued to the designated transferee or         
transferees.                                                                    

        Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in    
minimum denominations specified in the Pooling and Servicing Agreement.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book-entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

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         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

  THIS IS ONE OF THE CLASS P CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ________________________________________. Statements 
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 [TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:    

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EXHIBIT A-23

 [FORM OF CLASS R-I CERTIFICATE]

THIS CLASS R-I CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST  
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES    
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION    
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN       
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING      
AGREEMENT REFERRED TO HEREIN.                                                   

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE    
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE     
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL      
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A 
NON-UNITED STATES PERSON.                                                       

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO           
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.                    

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT  
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE  
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE 
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH  
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE          
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE       
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.                             

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-I CERTIFICATE MAY BE MADE 
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE
REGISTRAR TO THE EFFECT THAT (1) SUCH                                           

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TRANSFEREE AGREES TO BE BOUND BY THE TERMS OF THE POOLING AND SERVICING         
AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE FACE HEREOF, (2) SUCH TRANSFEREE
IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT  
FOR FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY ANY SUCH     
GOVERNMENTAL UNIT), (B) AN ORGANIZATION (OTHER THAN CERTAIN FARMERS'            
COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX 
IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (C) A 
RURAL ELECTRIC OR TELEPHONE COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE   
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING       
HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS 
NOT A CITIZEN OF OR RESIDENT OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR
OTHER ENTITY CREATED OR ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR
ANY POLITICAL SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME FROM      
SOURCES WITHOUT THE UNITED STATES IS INCLUDABLE IN GROSS INCOME FOR UNITED      
STATES FEDERAL INCOME TAX PURPOSES REGARDLESS OF ITS CONNECTION WITH THE CONDUCT
OF TRADE OR BUSINESS IN THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER    
REFERRED TO AS A "UNITED STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED      
ORGANIZATION OR A NON-UNITED STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER 
IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX.      
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,   
SALE OR OTHER DISPOSITION OF THIS CLASS R-I CERTIFICATE TO A DISQUALIFIED       
ORGANIZATION OR A NON-UNITED STATES PERSON OR AN AGENT OF A DISQUALIFIED        
ORGANIZATION OR A NON-UNITED STATES PERSON, OR TO ANY OTHER PROHIBITED          
TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON    
SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,        
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
EACH HOLDER OF A CLASS R-I CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL  
BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

PERCENTAGE INTEREST OF THIS CLASS R-I     SPECIAL SERVICER: CENTERLINE          
CERTIFICATE: 100%                         SERVICING INC.                        

DATE OF POOLING AND SERVICING             PAYING AGENT: WELLS FARGO BANK,       
AGREEMENT: AS OF APRIL 1, 2007            NATIONAL ASSOCIATION                  

CUT-OFF DATE: APRIL 1, 2007               PRIMARY SERVICER: PRINCIPAL GLOBAL    
                  INVESTORS, LLC
CLOSING DATE: APRIL 18, 2007                                                    
                                  TRUSTEE: LASALLE BANK NATIONAL
FIRST DISTRIBUTION DATE: FEBRUARY 12,     ASSOCIATION                           
2007                                                                            
             NO. R-I-1
MASTER SERVICER: WELLS FARGO BANK,                                              
NATIONAL ASSOCIATION                                                            

 CLASS R-I CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT Morgan Stanley & Co. Incorporated is the registered owner of
the interest evidenced by this Certificate in the Class R-I Certificates issued 
by the Trust created pursuant to the Pooling and Servicing Agreement, dated as  
specified above (the "Pooling and Servicing Agreement"), among Bear Stearns     
Commercial Mortgage Securities Inc. (hereinafter called the "Depositor", which  
term includes any successor entity under the Pooling and Servicing Agreement),  
the Trustee, the Paying Agent, the Master Servicer and the Special Servicer, a  
summary of certain of the pertinent provisions of which is set forth hereafter. 
The Trust consists primarily of the Mortgage Loans, such amounts as shall from  
time to time be held in the Certificate Account and Distribution Account, the   
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and     
Servicing Agreement.                                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing the Percentage Interest in the Class
R-I Certificates specified on the face hereof. The Certificates are designated  
as Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage         
Pass-Through Certificates, Series 2007-TOP26 and are issued in the Classes as   
specifically set forth in the Pooling and Servicing Agreement. The Certificates 
will evidence in the aggregate 100% of the beneficial ownership of the Trust.   

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      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

        The Holder of this Certificate shall be entitled to receive only
certain amounts set forth in the Pooling and Servicing Agreement, including a   
distribution upon termination of the Pooling and Servicing Agreement and the    
related REMIC created thereby of the amounts which remain on deposit in the     
Distribution Account after payment to the holders of all other Certificates of  
all amounts set forth in the Pooling and Servicing Agreement. Distributions on  
this Certificate will be made out of the Available Distribution Amount, to the  
extent and subject to the limitations set forth in the Pooling and Servicing    
Agreement, on the 12th day of each month or, if such 12th day is not a Business 
Day, the next succeeding Business Day (a "Distribution Date") commencing on the 
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered at the close of business on the last Business Day of  
the month immediately preceding the month of such distribution (the "Record     
Date"). All sums distributable on this Certificate are payable in the coin or   
currency of the United States of America as at the time of payment is legal     
tender for the payment of public and private debts.                             

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and Servicing Agreement. As provided in   
the Pooling and Servicing Agreement, withdrawals from the Certificate Account   
shall be made from time to time for purposes other than distributions to        
Certificateholders, such purposes including reimbursement of certain expenses   
incurred with respect to the servicing of the Mortgage Loans and administration 
of the Trust.                                                                   

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor,                                                                       

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if such Certificateholder will have provided the Paying Agent with wiring       
instructions on or prior to the related Record Date or otherwise by check mailed
to such Certificateholder. Notwithstanding the above, the final distribution on 
any Certificate will be made only upon presentation and surrender of such       
Certificate at the location that will be specified in a notice of the pendency  
of such final distribution.                                                     

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
limited circumstances, without the consent of the Holders of any of the         
Certificates.                                                                   

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust Office of the Certificate       
Registrar, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Certificate 
Registrar duly executed by the Holder hereof or such Holder's attorney duly     
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations will be issued to the designated transferee or
transferees.                                                                    

     The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.                                                              

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the                                                                

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Trust and (B) the disposition of all REO Property or (ii) the sale of the       
property held by the Trust in accordance with Section 10.1(b) or 10.1(c) of the 
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant  
to Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no  
event shall the Trust continue beyond the expiration of 21 years from the death 
of the last survivor of the descendants of Joseph P. Kennedy, the late          
Ambassador of the United States to the Court of St. James, living on the date   
hereof. The parties designated in the Pooling and Servicing Agreement may       
exercise their option to purchase the Mortgage Loans and any other property     
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon         
termination of the Trust and payment of the Certificates and of all             
administrative expenses associated with the Trust, any remaining assets of the  
Trust shall be distributed to the holders of the Residual Certificates.         

         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

    THIS IS ONE OF THE CLASS R-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ______________________________________. Statements   
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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EXHIBIT A-24

[FORM OF CLASS R-II CERTIFICATE]

THIS CLASS R-II CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST 
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES    
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION    
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN       
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING      
AGREEMENT REFERRED TO HEREIN.                                                   

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE    
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE     
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL      
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A 
NON-UNITED STATES PERSON.                                                       

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO           
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.                    

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT  
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE  
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE 
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH  
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE          
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE       
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.                             

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-II CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER                             

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AFFIDAVIT TO THE CERTIFICATE REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE   
AGREES TO BE BOUND BY THE TERMS OF THE POOLING AND SERVICING AGREEMENT AND ALL  
RESTRICTIONS SET FORTH ON THE FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE   
UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR     
INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS 
A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC,
A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL   
UNIT), (B) AN ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED  
IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF
THE CODE (UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 
OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR      
TELEPHONE COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON    
DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO
AS A "DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A CITIZEN OF OR     
RESIDENT OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR OTHER ENTITY       
CREATED OR ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR ANY         
POLITICAL SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME FROM SOURCES  
WITHOUT THE UNITED STATES IS INCLUDABLE IN GROSS INCOME FOR UNITED STATES       
FEDERAL INCOME TAX PURPOSES REGARDLESS OF ITS CONNECTION WITH THE CONDUCT OF    
TRADE OR BUSINESS IN THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER       
REFERRED TO AS A "UNITED STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED      
ORGANIZATION OR A NON-UNITED STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER 
IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX.      
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,   
SALE OR OTHER DISPOSITION OF THIS CLASS R-I CERTIFICATE TO A DISQUALIFIED       
ORGANIZATION OR A NON-UNITED STATES PERSON OR AN AGENT OF A DISQUALIFIED        
ORGANIZATION OR A NON-UNITED STATES PERSON, OR TO ANY OTHER PROHIBITED          
TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON    
SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,        
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
EACH HOLDER OF A CLASS R-I CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL  
BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

PERCENTAGE INTEREST OF THIS CLASS         SPECIAL SERVICER: CENTERLINE          
R-II CERTIFICATE: 100%                    SERVICING INC.                        

DATE OF POOLING AND SERVICING             PAYING AGENT: WELLS FARGO BANK,       
AGREEMENT: AS OF APRIL 1, 2007            NATIONAL ASSOCIATION                  

CUT-OFF DATE: APRIL 1, 2007               PRIMARY SERVICER: PRINCIPAL GLOBAL    
                  INVESTORS, LLC
CLOSING DATE: APRIL 18, 2007                                                    
                                  TRUSTEE: LASALLE BANK NATIONAL
FIRST DISTRIBUTION DATE: FEBRUARY 12,     ASSOCIATION                           
2007                                                                            
              NO. R-II-1
MASTER SERVICER: WELLS FARGO BANK,                                              
NATIONAL ASSOCIATION                                                            

CLASS R-II CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT Morgan Stanley & Co. Incorporated is the registered owner of
the interest evidenced by this Certificate in the Class R-II Certificates issued
by the Trust created pursuant to the Pooling and Servicing Agreement, dated as  
specified above (the "Pooling and Servicing Agreement"), among Bear Stearns     
Commercial Mortgage Securities Inc. (hereinafter called the "Depositor", which  
term includes any successor entity under the Pooling and Servicing Agreement),  
the Trustee, the Paying Agent, the Master Servicer and the Special Servicer, a  
summary of certain of the pertinent provisions of which is set forth hereafter. 
The Trust consists primarily of the Mortgage Loans, such amounts as shall from  
time to time be held in the Certificate Account and Distribution Account, the   
Insurance Policies and any REO Properties. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Pooling and     
Servicing Agreement.                                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing the Percentage Interest in the Class
R-II Certificates specified on the face hereof. The Certificates are designated 
as the Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage     
Pass-Through Certificates, Series 2007-TOP26 and are issued in the Classes as   
specifically set forth in the Pooling and Servicing Agreement. The Certificates 
will evidence in the aggregate 100% of the beneficial ownership of the Trust.   

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      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

        The Holder of this Certificate shall be entitled to receive only
certain amounts set forth in the Pooling and Servicing Agreement, including a   
distribution upon termination of the Pooling and Servicing Agreement and the    
related REMIC created thereby of the amounts which remain on deposit in the     
Distribution Account after payment to the holders of all other Certificates of  
all amounts set forth in the Pooling and Servicing Agreement. Distributions on  
this Certificate will be made out of the Available Distribution Amount, to the  
extent and subject to the limitations set forth in the Pooling and Servicing    
Agreement, on the 12th day of each month or, if such 12th day is not a Business 
Day, the next succeeding Business Day (a "Distribution Date") commencing on the 
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered at the close of business on the last Business Day of  
the month immediately preceding the month of such distribution (the "Record     
Date"). All sums distributable on this Certificate are payable in the coin or   
currency of the United States of America as at the time of payment is legal     
tender for the payment of public and private debts.                             

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and Servicing Agreement. As provided in   
the Pooling and Servicing Agreement, withdrawals from the Certificate Account   
shall be made from time to time for purposes other than distributions to        
Certificateholders, such purposes including reimbursement of certain expenses   
incurred with respect to the servicing of the Mortgage Loans and administration 
of the Trust.                                                                   

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor,                                                                       

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if such Certificateholder will have provided the Paying Agent with wiring       
instructions on or prior to the related Record Date or otherwise by check mailed
to such Certificateholder. Notwithstanding the above, the final distribution on 
any Certificate will be made only upon presentation and surrender of such       
Certificate at the location that will be specified in a notice of the pendency  
of such final distribution.                                                     

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
limited circumstances, without the consent of the Holders of any of the         
Certificates.                                                                   

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust Office of the Certificate       
Registrar, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Certificate 
Registrar duly executed by the Holder hereof or such Holder's attorney duly     
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations will be issued to the designated transferee or
transferees.                                                                    

     The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.                                                              

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the                                                                

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Trust and (B) the disposition of all REO Property or (ii) the sale of the       
property held by the Trust in accordance with Section 10.1(b) or 10.1(c) of the 
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant  
to Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no  
event shall the Trust continue beyond the expiration of 21 years from the death 
of the last survivor of the descendants of Joseph P. Kennedy, the late          
Ambassador of the United States to the Court of St. James, living on the date   
hereof. The parties designated in the Pooling and Servicing Agreement may       
exercise their option to purchase the Mortgage Loans and any other property     
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon         
termination of the Trust and payment of the Certificates and of all             
administrative expenses associated with the Trust, any remaining assets of the  
Trust shall be distributed to the holders of the Residual Certificates.         

         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

     THIS IS ONE OF THE CLASS R-II CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ______________________________________. Statements   
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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EXHIBIT A-25

 [FORM OF CLASS R-III CERTIFICATE]

THIS CLASS R-III CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES    
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION    
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN       
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING      
AGREEMENT REFERRED TO HEREIN.                                                   

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE    
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE     
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL      
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A 
NON-UNITED STATES PERSON.                                                       

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO           
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.                    

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT  
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE  
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE 
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH  
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE          
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE       
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.                             

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-III CERTIFICATE MAY BE    
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE       
CERTIFICATE REGISTRAR TO                                                        

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THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS OF THE      
POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE FACE      
HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL
SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING   
(OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES  
ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS  
IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION (OTHER THAN 
CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS    
EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH ORGANIZATION  
IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS  
TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE COOPERATIVE DESCRIBED IN     
SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES    
(A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"),
(D) A PERSON THAT IS NOT A CITIZEN OF OR RESIDENT OF THE UNITED STATES, A       
CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN, OR UNDER THE  
LAWS OF, THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR AN ESTATE OR
TRUST WHOSE INCOME FROM SOURCES WITHOUT THE UNITED STATES IS INCLUDABLE IN GROSS
INCOME FOR UNITED STATES FEDERAL INCOME TAX PURPOSES REGARDLESS OF ITS          
CONNECTION WITH THE CONDUCT OF TRADE OR BUSINESS IN THE UNITED STATES (ANY SUCH 
PERSON BEING HEREINAFTER REFERRED TO AS A "UNITED STATES PERSON") OR (E) AN     
AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON, AND (3) NO  
PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER 
OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R-III CERTIFICATE TO A 
DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON OR AN AGENT OF A        
DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON, OR TO ANY OTHER        
PROHIBITED TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT, SUCH  
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND   
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE       
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS  
CERTIFICATE. EACH HOLDER OF A CLASS R-III CERTIFICATE BY ACCEPTANCE OF THIS     
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS         
PARAGRAPH.                                                                      

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

PERCENTAGE INTEREST OF THIS CLASS         SPECIAL SERVICER: CENTERLINE          
R-III CERTIFICATE: 100%                   SERVICING INC.                        

DATE OF POOLING AND SERVICING             PAYING AGENT: WELLS FARGO BANK,       
AGREEMENT: AS OF APRIL 1, 2007            NATIONAL ASSOCIATION                  

CUT-OFF DATE: APRIL 1, 2007               PRIMARY SERVICER: PRINCIPAL GLOBAL    
                  INVESTORS, LLC
CLOSING DATE: APRIL 18, 2007                                                    
                                  TRUSTEE: LASALLE BANK NATIONAL
FIRST DISTRIBUTION DATE: FEBRUARY 12,     ASSOCIATION                           
2007                                                                            
               NO. R-III-1
MASTER SERVICER: WELLS FARGO BANK,                                              
NATIONAL ASSOCIATION                                                            

 CLASS R-III CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT Morgan Stanley & Co. Incorporated is the registered owner of
the interest evidenced by this Certificate in the Class R-III Certificates      
issued by the Trust created pursuant to the Pooling and Servicing Agreement,    
dated as specified above (the "Pooling and Servicing Agreement"), among Bear    
Stearns Commercial Mortgage Securities Inc. (hereinafter called the "Depositor",
which term includes any successor entity under the Pooling and Servicing        
Agreement), the Trustee, the Paying Agent, the Master Servicer and the Special  
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing the Percentage Interest in the Class
R-III Certificates specified on the face hereof. The Certificates are designated
as the Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage     
Pass-Through Certificates, Series 2007-TOP26 and are issued in the Classes as   
specifically set forth in the Pooling and Servicing Agreement. The Certificates 
will evidence in the aggregate 100% of the beneficial ownership of the Trust.   

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      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

        The Holder of this Certificate shall be entitled to receive only
certain amounts set forth in the Pooling and Servicing Agreement, including a   
distribution upon termination of the Pooling and Servicing Agreement and the    
related REMIC created thereby of the amounts which remain on deposit in the     
Distribution Account after payment to the holders of all other Certificates of  
all amounts set forth in the Pooling and Servicing Agreement. Distributions on  
this Certificate will be made out of the Available Distribution Amount, to the  
extent and subject to the limitations set forth in the Pooling and Servicing    
Agreement, on the 12th day of each month or, if such 12th day is not a Business 
Day, the next succeeding Business Day (a "Distribution Date") commencing on the 
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered at the close of business on the last Business Day of  
the month immediately preceding the month of such distribution (the "Record     
Date"). All sums distributable on this Certificate are payable in the coin or   
currency of the United States of America as at the time of payment is legal     
tender for the payment of public and private debts.                             

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

      Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to        
Certificateholders in the manner set forth in the Pooling and Servicing         
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the   
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.                               

   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and Servicing Agreement. As provided in   
the Pooling and Servicing Agreement, withdrawals from the Certificate Account   
shall be made from time to time for purposes other than distributions to        
Certificateholders, such purposes including reimbursement of certain expenses   
incurred with respect to the servicing of the Mortgage Loans and administration 
of the Trust.                                                                   

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor,                                                                       

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if such Certificateholder will have provided the Paying Agent with wiring       
instructions on or prior to the related Record Date or otherwise by check mailed
to such Certificateholder. Notwithstanding the above, the final distribution on 
any Certificate will be made only upon presentation and surrender of such       
Certificate at the location that will be specified in a notice of the pendency  
of such final distribution.                                                     

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
limited circumstances, without the consent of the Holders of any of the         
Certificates.                                                                   

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust Office of the Certificate       
Registrar, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Certificate 
Registrar duly executed by the Holder hereof or such Holder's attorney duly     
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations will be issued to the designated transferee or
transferees.                                                                    

     The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.                                                              

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the                                                                

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Trust and (B) the disposition of all REO Property or (ii) the sale of the       
property held by the Trust in accordance with Section 10.1(b) or 10.1(c) of the 
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant  
to Section 10.1(d) of the Pooling and Servicing Agreement; provided that in no  
event shall the Trust continue beyond the expiration of 21 years from the death 
of the last survivor of the descendants of Joseph P. Kennedy, the late          
Ambassador of the United States to the Court of St. James, living on the date   
hereof. The parties designated in the Pooling and Servicing Agreement may       
exercise their option to purchase the Mortgage Loans and any other property     
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon         
termination of the Trust and payment of the Certificates and of all             
administrative expenses associated with the Trust, any remaining assets of the  
Trust shall be distributed to the holders of the Residual Certificates.         

         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE CLASS R-III CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to ______________________________________. Statements   
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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EXHIBIT A-26

 [FORM OF CLASS X-1 CERTIFICATE]

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE       
POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE 
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE    
ENTITLED TO RECEIVE PAYMENT HEREON.]                                            

THIS CLASS X-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST  
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES    
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION    
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN       
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING      
AGREEMENT REFERRED TO HEREIN.                                                   

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY  
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,  
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS 
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST 
BE AN ACCREDITED INVESTOR.                                                      

THE INITIAL NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED 
AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.                      

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS        
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED    
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE        
NOTIONAL AMOUNT OF THIS CLASS X-1 CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT 
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE PAYING  
AGENT.                                                                          

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UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 0.036%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
INITIAL NOTIONAL AMOUNT OF THIS CLASS                                           
X-1 CERTIFICATE: $2,106,003,971           SPECIAL SERVICER: CENTERLINE          
                  SERVICING INC.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            PAYING AGENT: WELLS FARGO BANK,       
                        NATIONAL ASSOCIATION
CUT-OFF DATE: APRIL 1, 2007                                                     
                                      PRIMARY SERVICER: PRINCIPAL GLOBAL
CLOSING DATE: APRIL 18, 2007              INVESTORS, LLC                        

FIRST DISTRIBUTION DATE: FEBRUARY 12,     TRUSTEE: LASALLE BANK NATIONAL        
2007                                      ASSOCIATION                           

AGGREGATE NOTIONAL AMOUNT OF THE          CUSIP NO. 07388V AY4                  
CLASS X-1 CERTIFICATES AS OF THE                                                
CLOSING DATE: $2,106,003,971 (SUBJECT                                           
TO SCHEDULE OF EXCHANGES ATTACHED)                                              

No. X-1-1                                                                       

 CLASS X-1 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class X-1 Certificates issued by the Trust created   
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor," which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the                          

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quotient expressed as a percentage obtained by dividing the Notional Amount of  
this Certificate specified on the face hereof by the initial aggregate Notional 
Amount of the Class X-1 Certificates. The Certificates are designated as the    
Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage           
Pass-Through Certificates, Series 2007-TOP26 and are issued in the Classes      
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.                 

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

         Distributions of interest on this Certificate will be made out of
the Available Distribution Amount, to the extent and subject to the limitations 
set forth in the Pooling and Servicing Agreement, on the 12th day of each month 
or, if such 12th day is not a Business Day, the next succeeding Business Day (a 
"Distribution Date") commencing on the first Distribution Date specified above, 
to the Person in whose name this Certificate is registered at the close of      
business on the last Business Day of the month immediately preceding the month  
of such distribution (the "Record Date"). All sums distributable on this        
Certificate are payable in the coin or currency of the United States of America 
as at the time of payment is legal tender for the payment of public and private 
debts.                                                                          

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate      
specified above on the Notional Amount of this Certificate immediately prior to 
each Distribution Date. Interest allocated to this Certificate on any           
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

           Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated on the applicable Distribution Date to Certificateholders in the   
manner set forth in the Pooling and Servicing Agreement. All Realized Losses and
interest shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.    

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   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and Servicing Agreement. As provided in   
the Pooling and Servicing Agreement, withdrawals from the Certificate Account   
shall be made from time to time for purposes other than distributions to        
Certificateholders, such purposes including reimbursement of certain expenses   
incurred with respect to the servicing of the Mortgage Loans and administration 
of the Trust.                                                                   

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

          [Until this Regulation S Temporary Global Certificate is exchanged
for one or more Regulation S Permanent Global Certificates, the Holder hereof   
shall not be entitled to receive payments hereon; until so exchanged in full,   
this Regulation S Temporary Global Certificate shall in all other respects be   
entitled to the same benefits as other Certificates under the Pooling and       
Servicing Agreement.]                                                           

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   
[This Regulation S Temporary Global Certificate is exchangeable in whole or in  
part for one or more Global Certificates only (i) on or after the termination of
the 40-day distribution compliance period (as defined in Regulation S) and (ii) 
upon presentation of a Regulation S Certificate (as defined in the Pooling      
Agreement) required by Article III of the Pooling and Servicing Agreement. Upon 
exchange of this Regulation S Temporary Global Certificate for one or more      
Global Certificates, the Trustee shall cancel this Regulation S Temporary Global
Certificate.]                                                                   

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust Office of the Certificate       
Registrar, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Certificate 
Registrar                                                                       

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duly executed by the Holder hereof or such Holder's attorney duly authorized in 
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations will be issued to the designated transferee or         
transferees.                                                                    

        Subject to the terms of the Pooling and Servicing Agreement, the
Class X-1 Certificates will be issued in denominations of $100,000 initial      
Notional Amount and in any whole dollar denomination in excess thereof.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

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         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

    THIS IS ONE OF THE CLASS X-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to _______________________________________. Statements  
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 [TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:    

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EXHIBIT A-27

 [FORM OF CLASS X-2 CERTIFICATE]

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE       
POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE 
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE    
ENTITLED TO RECEIVE PAYMENT HEREON.]                                            

THIS CLASS X-2 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST  
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE CERTIFICATE
REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL SERVICER, THE     
PRIMARY SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED 
OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.                 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES    
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION    
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN       
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING      
AGREEMENT REFERRED TO HEREIN.                                                   

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY  
ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,  
AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS 
OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST 
BE AN ACCREDITED INVESTOR.                                                      

THE INITIAL NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED 
AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.                      

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS        
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED    
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE        
NOTIONAL AMOUNT OF THIS CLASS X-2 CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT 
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE PAYING  
AGENT.                                                                          

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UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE    
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND  
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN      
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED   
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.                                

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BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2007-TOP26

INITIAL PASS-THROUGH RATE: 0.144%         MASTER SERVICER: WELLS FARGO BANK,    
                        NATIONAL ASSOCIATION
INITIAL NOTIONAL AMOUNT OF THIS CLASS                                           
X-2 CERTIFICATE: $2,069,863,000           SPECIAL SERVICER: CENTERLINE          
                  SERVICING INC.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT: AS OF APRIL 1, 2007            PAYING AGENT: WELLS FARGO BANK,       
                        NATIONAL ASSOCIATION
CUT-OFF DATE: APRIL 1, 2007                                                     
                                      PRIMARY SERVICER: PRINCIPAL GLOBAL
CLOSING DATE: APRIL 18, 2007              INVESTORS, LLC                        

FIRST DISTRIBUTION DATE: FEBRUARY 12,     TRUSTEE: LASALLE BANK NATIONAL        
2007                                      ASSOCIATION                           

AGGREGATE NOTIONAL AMOUNT OF THE          CUSIP NO. 07388V AZ1                  
CLASS X-2 CERTIFICATES AS OF THE                                                
CLOSING DATE: $2,069,863,000 (SUBJECT                                           
TO SCHEDULE OF EXCHANGES ATTACHED)                                              

No. X-2-1                                                                       

 CLASS X-2 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and    
certain other property, formed and sold by                                      

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class X-2 Certificates issued by the Trust created   
pursuant to the Pooling and Servicing Agreement, dated as specified above (the  
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage      
Securities Inc. (hereinafter called the "Depositor," which term includes any    
successor entity under the Pooling and Servicing Agreement), the Trustee, the   
Paying Agent, the Certificate Registrar, the Master Servicer and the Special    
Servicer, a summary of certain of the pertinent provisions of which is set forth
hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as  
shall from time to time be held in the Certificate Account and Distribution     
Account, the Insurance Policies and any REO Properties. To the extent not       
defined herein, the capitalized terms used herein have the meanings assigned in 
the Pooling and Servicing Agreement.                                            

          This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein   
called the "Certificates") and representing an interest in the Class of         
Certificates specified on the face hereof equal to the                          

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quotient expressed as a percentage obtained by dividing the Notional Amount of  
this Certificate specified on the face hereof by the initial aggregate Notional 
Amount of the Class X-2 Certificates. The Certificates are designated as the    
Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage           
Pass-Through Certificates, Series 2007-TOP26 and are issued in the Classes      
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.                 

      This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties   
evidenced hereby and the rights, duties and obligations of the Trustee and the  
Paying Agent. This Certificate is issued under and is subject to the terms,     
provisions and conditions of the Pooling and Servicing Agreement, to which      
Pooling and Servicing Agreement, as amended from time to time, the              
Certificateholder by virtue of the acceptance hereof assents and by which the   
Certificateholder is bound. In the case of any conflict between terms specified 
in this Certificate and terms specified in the Pooling and Servicing Agreement, 
the terms of the Pooling and Servicing Agreement shall govern.                  

         Distributions of interest on this Certificate will be made out of
the Available Distribution Amount, to the extent and subject to the limitations 
set forth in the Pooling and Servicing Agreement, on the 12th day of each month 
or, if such 12th day is not a Business Day, the next succeeding Business Day (a 
"Distribution Date") commencing on the first Distribution Date specified above, 
to the Person in whose name this Certificate is registered at the close of      
business on the last Business Day of the month immediately preceding the month  
of such distribution (the "Record Date"). All sums distributable on this        
Certificate are payable in the coin or currency of the United States of America 
as at the time of payment is legal tender for the payment of public and private 
debts.                                                                          

          Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest  
Accrual Period relating to such Distribution Date at the Pass-Through Rate      
specified above on the Notional Amount of this Certificate immediately prior to 
each Distribution Date. Interest allocated to this Certificate on any           
Distribution Date will be in an amount due to this Certificate's pro rata share 
of the amount to be distributed on the Certificates of this Class as of such    
Distribution Date, with a final distribution to be made upon retirement of this 
Certificate as set forth in the Pooling and Servicing Agreement.                

            Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be    
entitled to any benefit under the Pooling and Servicing Agreement or be valid   
for any purpose.                                                                

           Realized Losses and interest shortfalls on the Mortgage Loans shall
be allocated on the applicable Distribution Date to Certificateholders in the   
manner set forth in the Pooling and Servicing Agreement. All Realized Losses and
interest shortfalls on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.    

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   The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth in the Pooling and Servicing Agreement. As provided in   
the Pooling and Servicing Agreement, withdrawals from the Certificate Account   
shall be made from time to time for purposes other than distributions to        
Certificateholders, such purposes including reimbursement of certain expenses   
incurred with respect to the servicing of the Mortgage Loans and administration 
of the Trust.                                                                   

        All distributions under the Pooling and Servicing Agreement to a
nominee of The Depository Trust Company ("DTC") will be made by or on behalf of 
the Paying Agent by wire transfer in immediately available funds to an account  
specified in the request of such Certificateholder. All distributions under the 
Pooling and Servicing Agreement to Certificateholders will be made by wire      
transfer in immediately available funds to the account specified by the         
Certificateholder, at a bank or other entity having appropriate facilities      
therefor, if such Certificateholder will have provided the Paying Agent with    
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final          
distribution on any Certificate will be made only upon presentation and         
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.                                     

          [Until this Regulation S Temporary Global Certificate is exchanged
for one or more Regulation S Permanent Global Certificates, the Holder hereof   
shall not be entitled to receive payments hereon; until so exchanged in full,   
this Regulation S Temporary Global Certificate shall in all other respects be   
entitled to the same benefits as other Certificates under the Pooling and       
Servicing Agreement.]                                                           

            The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and  
obligations of the Certificateholders under the Pooling and Servicing Agreement 
at any time by the parties thereto with the consent of the Holders of not less  
than 51% of the Aggregate Certificate Balance of the Certificates then          
outstanding, as specified in the Pooling and Servicing Agreement. Any such      
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain  
circumstances, without the consent of the Holders of any of the Certificates.   
[This Regulation S Temporary Global Certificate is exchangeable in whole or in  
part for one or more Global Certificates only (i) on or after the termination of
the 40-day distribution compliance period (as defined in Regulation S) and (ii) 
upon presentation of a Regulation S Certificate (as defined in the Pooling      
Agreement) required by Article III of the Pooling and Servicing Agreement. Upon 
exchange of this Regulation S Temporary Global Certificate for one or more      
Global Certificates, the Trustee shall cancel this Regulation S Temporary Global
Certificate.]                                                                   

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registrable in the Certificate Register upon surrender of this Certificate for  
registration of transfer at the Corporate Trust Office of the Certificate       
Registrar, duly endorsed by, or accompanied by an assignment in the form below  
or other written instrument of transfer in form satisfactory to the Certificate 
Registrar                                                                       

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duly executed by the Holder hereof or such Holder's attorney duly authorized in 
writing, and thereupon one or more new Certificates of the same Class in        
authorized denominations will be issued to the designated transferee or         
transferees.                                                                    

        Subject to the terms of the Pooling and Servicing Agreement, the
Class X-2 Certificates will be issued in denominations of $100,000 initial      
Notional Amount and in any whole dollar denomination in excess thereof.         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new    
Certificates of the same Class in authorized denominations as requested by the  
Holder surrendering the same. No service charge will be made for any such       
registration of transfer or exchange but the Certificate Registrar may require  
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate    
shall be made through the book entry facilities of DTC.                         

          The Depositor, the Trustee, the Paying Agent, the Master Servicer,
the Special Servicer and the Certificate Registrar and any of their agents may  
treat the Person in whose name this Certificate is registered as the owner      
hereof for all purposes, and neither the Depositor, the Trustee, the Paying     
Agent, the Master Servicer, the Special Servicer, the Certificate Registrar nor 
any such agents shall be affected by notice to the contrary.                    

          The obligations and responsibilities of the Trustee and the Paying
Agent created hereby (other than the obligation of the Paying Agent to make     
payments to the Certificateholders as set forth in Section 10.2 of the Pooling  
and Servicing Agreement and other than the obligations in the nature of         
information or tax reporting) shall terminate on the earliest of (i) the later  
of (A) the final payment or other liquidation of the last Mortgage Loan         
remaining in the Trust and (B) the disposition of all REO Property or (ii) the  
sale of the property held by the Trust in accordance with Section 10.1(b) or    
10.1(c) of the Pooling and Servicing Agreement or (iii) the termination of the  
Trust pursuant to Section 10.1(d) of the Pooling and Servicing Agreement;       
provided that in no event shall the Trust continue beyond the expiration of 21  
years from the death of the last survivor of the descendants of Joseph P.       
Kennedy, the late Ambassador of the United States to the Court of St. James,    
living on the date hereof. The parties designated in the Pooling and Servicing  
Agreement may exercise their option to purchase the Mortgage Loans and any other
property remaining in the Trust and cause the termination of the Trust in       
accordance with the requirements set forth in the Pooling and Servicing         
Agreement. Upon termination of the Trust and payment of the Certificates and of 
all administrative expenses associated with the Trust, any remaining assets of  
the Trust shall be distributed to the holders of the Residual Certificates.     

         The Certificate Registrar has executed this Certificate under the
Pooling and Servicing Agreement.                                                

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         THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK 
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.              

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     IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.                       

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

Dated: APRIL 18, 2007                                                           

 CERTIFICATE OF AUTHENTICATION

    THIS IS ONE OF THE CLASS X-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
            AUTHENTICATING AGENT

By:     
                                      --------------------------------------
                        AUTHORIZED SIGNATORY

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 ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this   
Certificate, shall be construed as though they were written out in full         
according to applicable laws or regulations:                                    

TEN COM - as tenant in common            UNIF GIFT MIN ACT.............Custodian
TEN ENT - as tenants by the entireties                       (Cust)             
JT TEN  - as joint tenants with rights          Under Uniform Gifts to Minors   
of survivorship and not as                                  
     tenants in common                      Act.......................
                                             (State)

Additional abbreviations may also be used though not in the above list. 
FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto    
 _______________________________________________________________________________
|_______________________________|   PLEASE INSERT SOCIAL SECURITY OR OTHER      
|_______________________________|   IDENTIFYING NUMBER OF ASSIGNEE              
|_______________________________|_______________________________________________

______________________________________________________________________________  
Please print or typewrite name and address of assignee

______________________________________________________________________________  
the within Certificate and does hereby or irrevocably constitute and appoint    

______________________________________________________________________________  
to transfer the said Certificate in the Certificate Register of the             
within-named Trust, with full power of substitution in the premises.            

Dated:_________________________          _______________________________________
                               NOTICE: The signature to this
                                     assignment must correspond with the
                                  name as written upon the face of
                                      this Certificate in every particular
                                      without alteration or enlargement or
                      any change whatever.

_______________________________                                                 
SIGNATURE GUARANTEED                                                            
The signature must be guaranteed by a commercial                                
bank or trust company or by a member firm of the                                
New York Stock Exchange or another national                                     
securities exchange. Notarized or witnessed                                     
signatures are not acceptable.                                                  

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 DISTRIBUTION INSTRUCTIONS

 The assignee should include the following for purposes of
distribution:                                                                   

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of                  
_________________________________________________ account number ______________ 
or, if mailed by check, to _______________________________________. Statements  
should be mailed to ____________________. This information is provided by       
assignee named above, or _______________________, as its agent.                 

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 [TO BE ATTACHED TO GLOBAL CERTIFICATES]

SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:    

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 EXHIBIT B-1

FORM OF INITIAL CERTIFICATION OF TRUSTEE

April __, 2007

Bear Stearns Commercial Mortgage Securities Inc.                                
383 Madison Avenue                                                              
New York, New York 10179                                                        

Principal Global Investors, LLC                                                 
801 Grand Avenue                                                                
Des Moines, Iowa  50392                                                         

Principal Commercial Funding                                                    
801 Grand Avenue                                                                
Des Moines, Iowa  50392                                                         

Wells Fargo Bank, National Association                                          
45 Fremont Street 2nd Floor                                                     
San Francisco CA  94105                                                         

Bear Stearns Commercial Mortgage, Inc.                                          
383 Madison Avenue                                                              
New York, New York 10179                                                        

Morgan Stanley Mortgage Capital Inc.                                            
1585 Broadway                                                                   
New York, New York  10036                                                       

     Re:   Pooling and Servicing Agreement ("Pooling and Servicing Agreement")
     relating to Bear Stearns Commercial Mortgage Securities Inc.,
        Commercial Mortgage Pass-Through Certificates, Series 2007-TOP26

Ladies and Gentlemen:                                                           

           In accordance with the provisions of Section 2.2 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions
noted in the schedule of exceptions attached hereto, that: (a) all documents    
specified in clause (i) of the definition of "Mortgage File" are in its         
possession, (b) such documents have been reviewed by it and have not been       
materially mutilated, damaged, defaced, torn or otherwise physically altered,   
and such documents relate to such Mortgage Loan and (c) each Mortgage Note has  
been endorsed as provided in clause (i) of the definition of "Mortgage File" of 
the Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any   
such documents contained in each Mortgage File or any of                        

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the Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the        
collectibility, insurability, effectiveness or suitability of any such Mortgage 
Loan.                                                                           

         The Trustee acknowledges receipt of notice that the Depositor has
granted to the Trustee for the benefit of the Certificateholders a security     
interest in all of the Depositor's right, title and interest in and to the      
Mortgage Loans, the REMIC I Regular Interests, and the REMIC II Regular         
Interests.                                                                      

           Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Pooling and   
Servicing Agreement. This Certificate is subject in all respects to the terms of
said Pooling and Servicing Agreement.                                           

                             LaSalle Bank National Association, as
             Trustee and Custodian

                                    By:_________________________________________
   Name:
    Title:

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SCHEDULE OF EXCEPTIONS

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 EXHIBIT B-2

FORM OF FINAL CERTIFICATION OF TRUSTEE

__________, 2007

Bear Stearns Commercial Mortgage Securities Inc.                                
383 Madison Avenue                                                              
New York, New York 10179                                                        

Principal Commercial Funding                                                    
801 Grand Avenue                                                                
Des Moines, Iowa  50392                                                         

Principal Global Investors II, LLC                                              
801 Grand Avenue                                                                
Des Moines, Iowa  50392                                                         

Wells Fargo Bank, National Association                                          
45 Fremont Street 2nd Floor                                                     
San Francisco CA  94105                                                         

Bear Stearns Commercial Mortgage, Inc.                                          
383 Madison Avenue                                                              
New York, New York  10179                                                       

Morgan Stanley Mortgage Capital Inc.                                            
1585 Broadway                                                                   
New York, New York  10036                                                       

     Re:   Pooling and Servicing Agreement ("Pooling and Servicing Agreement")
     relating to Bear Stearns Commercial Mortgage Securities Inc.,
        Commercial Mortgage Pass-Through Certificates, Series 2007-TOP26

Ladies and Gentlemen:                                                           

           In accordance with the provisions of Section 2.2 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions
noted in the schedule of exceptions attached hereto, that: (a) all documents    
required to be included in the Mortgage File pursuant to clauses (i), (ii),     
(iv), (v), (vi), (viii), (x) and (xii) of the definition of "Mortgage File," and
any documents required to be included in the Mortgage File pursuant to all other
clauses of the definition of "Mortgage File," to the extent known by a          
Responsible Officer of the Trustee to be required pursuant to the Pooling and   
Servicing Agreement, are in its possession, (b) such                            

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documents have been reviewed by it and have not been materially mutilated,      
damaged, defaced, torn or otherwise physically altered, and such documents      
relate to such Mortgage Loan, (c) based on its examination and only as to the   
Mortgage Note and the Mortgage, the street address of the Mortgaged Property and
the name of the Mortgagor set forth in the Mortgage Loan Schedule accurately    
reflects the information contained in the documents in the Mortgage File, and   
(d) each Mortgage Note has been endorsed. The Trustee makes no representations  
as to: (i) the validity, legality, sufficiency, enforceability or genuineness of
any of the documents contained in each Mortgage File or any of the Trustee      
Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the            
collectibility, insurability, effectiveness or suitability of any such Mortgage 
Loan.                                                                           

         The Trustee acknowledges receipt of notice that the Depositor has
granted to the Trustee for the benefit of the Certificateholders a security     
interest in all of the Depositor's right, title and interest in and to the      
Mortgage Loans, the REMIC I Regular Interests, and the REMIC II Regular         
Interests.                                                                      

           Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This          
Certificate is qualified in all respects by the terms of said Pooling and       
Servicing Agreement including but not limited to Section 2.2.                   

                             LaSalle Bank National Association, as
             Trustee and Custodian

                                    By:_________________________________________
   Name:
    Title:

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SCHEDULE OF EXCEPTIONS

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 EXHIBIT C

 FORM OF REQUEST FOR RELEASE

To:   LaSalle Bank National Association, as Trustee and Custodian               
135 South LaSalle Street, Suite 1625                                
Chicago, Illinois 60603                                             

Attn: Global Securities and Trust Services                          
Bear Stearns Commercial Mortgage Securities Inc.        
Commercial Mortgage Pass-Through Certificates,          
Series 2007-TOP26                                       

Re:   Bear Stearns Commercial Mortgage Securities Inc. Commercial   
Mortgage Pass-Through Certificates, Series 2007-TOP26   

 DATE:__________

           In connection with the administration of the Mortgage Loans held by
you as Trustee under the Pooling and Servicing Agreement dated as of April 1,   
2007 by and among Bear Stearns Commercial Mortgage Securities Inc., as          
Depositor, Wells Fargo Bank, National Association, as Master Servicer,          
Centerline Servicing Inc., as Special Servicer, Lasalle Bank National           
Association, as Trustee and Custodian and Wells Fargo Bank, National            
Association, as Paying Agent, Custodian, Certificate Registrar and              
Authenticating Agent (the "Pooling and Servicing Agreement"), the undersigned   
hereby requests a release of the Trustee Mortgage File held by you as Trustee   
with respect to the following described Mortgage Loan for the reason indicated  
below.                                                                          

Mortgagor's Name:                                       

Address:                                                

Loan No.:                                               

Reason for requesting file:                             

_____       1.    Mortgage Loan paid in full.                                   
              (The [Master] [Special] Servicer hereby certifies that all
              amounts received in connection with the Mortgage Loan have
                been or will be, following the [Master] [Special] Servicer's
         release of the Trustee Mortgage File, credited to the
               Certificate Account or the Distribution Account pursuant to
the Pooling and Servicing Agreement.)       

_____       2.    Mortgage Loan repurchased.                                    
              (The [Master] [Special] Servicer hereby certifies that the
                Purchase Price has been credited to the Distribution Account
     pursuant to the Pooling and Servicing Agreement.)

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_____       3.    Mortgage Loan Defeased.                                       

4.    Mortgage Loan substituted.                        

            (The [Master] [Special] Servicer hereby certifies that a
             Qualifying Substitute Mortgage Loan has been assigned and
                 delivered to you along with the related Trustee Mortgage File
     pursuant to the Pooling and Servicing Agreement.)

_____       5.    The Mortgage Loan is being foreclosed.                        

_____       6.    Other. (Describe)                                             

         The undersigned acknowledges that the above Trustee Mortgage File
will be held by the undersigned in accordance with the provisions of the Pooling
and Servicing Agreement and will be returned to you, except if the Mortgage Loan
has been paid in full, repurchased or substituted for by a Qualifying Substitute
Mortgage Loan (in which case the Trustee Mortgage File will be retained by us   
permanently), when no longer required by us for such purpose).                  

         Capitalized terms used herein shall have the meanings ascribed to
them in the Pooling and Servicing Agreement.                                    

                             [Name of [Master] [Special] Servicer]

                                    By:_________________________________________
   Name:
    Title:

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 EXHIBIT D-1

FORM OF TRANSFEROR CERTIFICATE FOR
TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES

[Date]

Wells Fargo Bank, National Association,                                         
as Certificate Registrar                                                    
Wells Fargo Center                                                              
Sixth Street and Marquette Avenue                                               
MAC #N9303-121                                                                  
Minneapolis, Minnesota 55479-0113                                               

Attention:  Corporate Trust Services (CMBS)                                     

Re:   Bear Stearns Commercial Mortgage Securities Inc., Commercial  
  Mortgage Pass-Through Certificates, Series 2007-TOP26 (the
"Certificates")                                         

Dear Sirs:                                                                      

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of 
a Certificate (the "Transferred Certificate") having an initial Certificate     
Balance or Notional Amount as of April ___, 2007 (the "Settlement Date") of     
$__________. The Certificates were issued pursuant to the Pooling and Servicing 
Agreement (the "Pooling and Servicing Agreement"), dated as of April 1, 2007,   
among Bear Stearns Commercial Mortgage Securities Inc., as depositor (the       
"Depositor"), Wells Fargo Bank, National Association, as master servicer,       
Centerline Servicing Inc., as special servicer, LaSalle Bank National           
Association, as Trustee and Custodian and Wells Fargo Bank, National            
Association, as paying agent (in such capacity, the "Paying Agent"). All terms  
used herein and not otherwise defined shall have the meanings set forth in the  
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:                                

            1. The Transferor is the lawful owner of the Transferred Certificate
  with the full right to transfer such Certificate free from any and all
claims and encumbrances whatsoever.                                 

         2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any    
      Certificate, any interest in any Certificate or any other similar security
   to any person in any manner, (b) solicited any offer to buy or accept a
     transfer, pledge or other disposition of any Certificate, any interest in
any Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any  
      Certificate, any interest in any Certificate or any other similar security
     with any person in any manner, (d) made any general solicitation by means
of general advertising or in any other manner, or (e) taken         

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any other action, which (in the case of any of the acts described in
  clauses (a) through (e) hereof) would constitute a distribution of any
     Certificate under the Securities Act of 1933, as amended (the "Securities
    Act"), or would render the disposition of any Certificate a violation of
  Section 5 of the Securities Act or any state securities laws, or would
    require registration or qualification of any Certificate pursuant to the
Securities Act or any state securities laws.                        

         Very truly yours,

                                  __________________________________________
    (Transferor)

                                  By:_______________________________________
                                  Name:_____________________________________
                                  Title:____________________________________

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EXHIBIT D-2A

FORM I OF TRANSFEREE CERTIFICATE
 FOR TRANSFERS OF DEFINITIVE
PRIVATELY OFFERED CERTIFICATES

[DATE]

Wells Fargo Bank, National Association,                                         
as Certificate Registrar                                                    
Wells Fargo Center                                                              
Sixth Street and Marquette Avenue                                               
MAC #N9303-121                                                                  
Minneapolis, Minnesota 55479-0113                                               

Attention:  Corporate Trust Services (CMBS)                                     

Re:   Bear Stearns Commercial Mortgage Securities Inc., Commercial  
  Mortgage Pass-Through Certificates, Series 2007-TOP26 (the
"Certificates")                                         

Ladies and Gentlemen:                                                           

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of 
Class ______ Certificates having an initial Certificate Balance or Notional     
Amount as of April ___, 2007 (the "Settlement Date") of $__________ (the        
"Transferred Certificates"). The Certificates, including the Transferred        
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of April 1, 2007 (the "Pooling and Servicing Agreement"), among Bear Stearns 
Commercial Mortgage Securities Inc., as depositor (the "Depositor"), Wells Fargo
Bank, National Association, as master servicer, Centerline Servicing Inc., as   
special servicer, LaSalle Bank National Association, as Trustee and Custodian   
and Wells Fargo Bank, National Association, as paying agent (in such capacity,  
the "Paying Agent"). All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing       
Agreement. The Transferee hereby certifies, represents and warrants to you, as  
Certificate Registrar, that:                                                    

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
    Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
   under the Securities Act of 1933, as amended (the "Securities Act") and
   has completed one of the forms of certification to that effect attached
      hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it
   of the Transferred Certificates is being made in reliance on Rule 144A.
The Transferee is acquiring the Transferred Certificates for its own
account or for the account of a Qualified Institutional Buyer, and  
    understands that such Transferred Certificates may be resold, pledged or
  transferred only (i) to a person reasonably believed to be a Qualified
     Institutional Buyer that purchases for its own account or for the account
of a Qualified Institutional Buyer to whom notice is given that the 
resale, pledge or                                                   

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transfer is being made in reliance on Rule 144A, or (ii) pursuant to
another exemption from registration under the Securities Act.       

           2. The Transferee has been furnished with all information regarding
 (a) the Depositor, (b) the Transferred Certificates and distributions
     thereon, (c) the nature, performance and servicing of the Mortgage Loans,
(d) the Pooling and Servicing Agreement, (e) any credit enhancement 
      mechanism associated with the Transferred Certificates and (f) all related
matters that it has requested.                                      

3. Check one of the following:                          

        ___ The Transferee is a "U.S. Person" and has attached hereto an
Internal Revenue Service ("IRS") Form W-9 (or successor form).      

          ___ The Transferee is not a "U.S. Person" and under applicable law
     in effect on the date hereof, no taxes will be required to be withheld by
     the Certificate Registrar (or its agent) with respect to distributions to
be made on the Transferred Certificates. The Transferee has attached
  hereto either (i) a duly executed IRS Form W-8BEN (or successor form),
      which identifies the Transferee as the beneficial owner of the Transferred
  Certificates and states that the Transferee is not a U.S. Person, (ii)
 Form W-8IMY (with appropriate attachments) or (iii) two duly executed
copies of IRS Form W-8ECI (or successor form), which identify the   
  Transferee as the beneficial owner of the Transferred Certificates and
states that interest and original issue discount on the Transferred 
    Certificates is, or is expected to be, effectively connected with a U.S.
  trade or business. The Transferee agrees to provide to the Certificate
    Registrar (or its agent) updated IRS Form W-8BEN, IRS Form W-8IMY or IRS
   Form W-8ECI, as the case may be, any applicable successor IRS forms, or
     such other certifications as the Certificate Registrar (or its agent) may
reasonably request, on or before the date that any such IRS form or 
certification expires or becomes obsolete, or promptly after the    
     occurrence of any event requiring a change in the most recent IRS form of
      certification furnished by it to the Certificate Registrar (or its agent).

          For this purpose, "U.S. Person" means a citizen or resident of the
United States for U.S. federal income tax purposes, a corporation or
partnership (except to the extent provided in applicable Treasury   
Regulations) created or organized in or under the laws of the United
States, any State thereof or the District of Columbia, including any
 entity treated as a corporation or partnership for federal income tax
     purposes, an estate the income of which is subject to U.S. federal income
      taxation regardless of its source, or a trust if a court within the United
     States is able to exercise primary supervision over the administration of
    such trust, and one or more United States fiduciaries have the authority
 to control all substantial decisions of such trust (or, to the extent
    provided in applicable Treasury Regulations, certain trusts in existence
 on October 20, 1996 which are eligible to elect to be treated as U.S.
Persons).                                                           

            The Depositor, the Trustee and the Paying Agent are entitled to rely
     upon this letter and are irrevocably authorized to produce this letter or
a copy hereof to any                                                

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   interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby.                 

         Very truly yours,

                                  __________________________________________
    (Transferee)

                                  By:_______________________________________
                                  Name:_____________________________________
                                  Title:____________________________________

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 ANNEX 1 TO EXHIBIT D-2A

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[for Transferees other than Registered Investment Companies]

           The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate          
Registrar, with respect to the commercial mortgage pass-through certificate     
being transferred (the "Transferred Certificates") as described in the          
Transferee Certificate to which this certification relates and to which this    
certification is an Annex:                                                      

     1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer 
of the entity purchasing the Transferred Certificate (the "Transferee").        

           2. The Transferee is a "qualified institutional buyer" as that term
is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule     
144A") because (i) the Transferee owned and/or invested on a discretionary basis
$______________________(1) in securities (other than the excluded securities    
referred to below) as of the end of the Transferee's most recent fiscal year    
(such amount being calculated in accordance with Rule 144A) and (ii) the        
Transferee satisfies the criteria in the category marked below.                 

           ___   Corporation, etc. The Transferee is a corporation (other than
                 a bank, savings and loan association or similar institution),
                Massachusetts or similar business trust, partnership, or any
               organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended.           

      ___   Bank. The Transferee (a) is a national bank or a banking
           institution organized under the laws of any State, U.S.
                territory or the District of Columbia, the business of which
                 is substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
               is a foreign bank or equivalent institution, and (b) has an
                audited net worth of at least $25,000,000 as demonstrated in
              its latest annual financial statements, a copy of which is
         attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                 U.S. bank, and not more than 18 months preceding such date of
      sale for a foreign bank or equivalent institution.

----------                                                                      

         (1) Transferee must own and/or invest on a discretionary basis at
   least $100,000,000 in securities unless Transferee is a dealer, and, in
    that case, Transferee must own and/or invest on a discretionary basis at
least $10,000,000 in securities.                                    

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        ___   Savings and Loan. The Transferee (a) is a savings and loan
                 association, building and loan association, cooperative bank,
          homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                 and loan association or equivalent institution and (b) has an
                audited net worth of at least $25,000,000 as demonstrated in
              its latest annual financial statements, a copy of which is
         attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                  U.S. savings and loan association, and not more than 18 months
              preceding such date of sale for a foreign savings and loan
association or equivalent institution.      

           ___   Broker-dealer. The Transferee is a dealer registered pursuant
            to Section 15 of the Securities Exchange Act of 1934, as
amended.                                    

       ___   Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
           of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
               insurance commissioner or a similar official or agency of a
      State, U.S. territory or the District of Columbia.

           ___   State or Local Plan. The Transferee is a plan established and
             maintained by a State, its political subdivisions, or any
           agency or instrumentality of the State or its political
   subdivisions, for the benefit of its employees.

           ___   ERISA Plan. The Transferee is an employee benefit plan within
            the meaning of Title I of the Employee Retirement Income
Security Act of 1974, as amended.           

         ___   Investment Advisor. The Transferee is an investment advisor
            registered under the Investment Advisers Act of 1940, as
amended.                                    

           ___   Other. (Please supply a brief description of the entity and a
           cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
             Note that registered investment companies should complete
Annex 2 rather than this Annex 1.)          

   ___________________________________________________________

   ___________________________________________________________

   ___________________________________________________________

    3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee, (ii) securities  
that are part of an unsold allotment to or subscription by the Transferee, if   
the Transferee is a dealer, (iii) bank deposit notes and certificates of        
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities   
owned but subject to a repurchase agreement and (vii) currency, interest rate   
and commodity swaps.                                                            

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For purposes of determining the aggregate amount of securities owned and/or     
invested on a discretionary basis by the Transferee, the Transferee did not     
include any of the securities referred to in this paragraph.                    

         4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
used the cost of such securities to the Transferee, unless the Transferee       
reports its securities holdings in its financial statements on the basis of     
their market value, and no current information with respect to the cost of those
securities has been published, in which case the securities were valued at      
market. Further, in determining such aggregate amount, the Transferee may have  
included securities owned by subsidiaries of the Transferee, but only if such   
subsidiaries are consolidated with the Transferee in its financial statements   
prepared in accordance with generally accepted accounting principles and if the 
investments of such subsidiaries are managed under the Transferee's direction.  
However, such securities were not included if the Transferee is a               
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as 
amended.                                                                        

         5. The Transferee acknowledges that it is familiar with Rule 144A
and understands that the Transferor and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee may be in reliance on Rule 144A.    

___   ___         Will the Transferee be purchasing the Transferred 
Yes   No          Certificate only for the Transferee's own account 

        6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own, such 
account belongs to a third party that is itself a "qualified institutional      
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer" 
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.                      

       7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein. 
Until such notice is given, the Transferee's purchase of the Transferred        
Certificates will constitute a reaffirmation of this certification as of the    
date of such purchase. In addition, if the Transferee is a bank or savings and  
loan as provided above, the Transferee agrees that it will furnish to such      
parties any updated annual financial statements that become available on or     
before the date of such purchase, promptly after they become available.         

                                  __________________________________________

                Print Name of Transferee

                                  By:_______________________________________
                                  Name:_____________________________________
                                  Title:____________________________________
                                  Date:_____________________________________

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 ANNEX 2 TO EXHIBIT D-2A

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

           The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate          
Registrar, with respect to the mortgage pass-through certificate being          
transferred (the "Transferred Certificates") as described in the Transferee     
Certificate to which this certification relates and to which this certification 
is an Annex:                                                                    

     1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer 
of the entity purchasing the Transferred Certificates (the "Transferee") or, if 
the Transferee is a "qualified institutional buyer" as that term is defined in  
Rule 144A under the Securities Act of 1933, as amended ("Rule 144A") because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").                    

            2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under  
the Investment Company Act of 1940, as amended, and (ii) as marked below, the   
Transferee alone owned and/or invested on a discretionary basis, or the         
Transferee's Family of Investment Companies owned, at least $100,000,000 in     
securities (other than the excluded securities referred to below) as of the end 
of the Transferee's most recent fiscal year. For purposes of determining the    
amount of securities owned by the Transferee or the Transferee's Family of      
Investment Companies, the cost of such securities was used, unless the          
Transferee or any member of the Transferee's Family of Investment Companies, as 
the case may be, reports its securities holdings in its financial statements on 
the basis of their market value, and no current information with respect to the 
cost of those securities has been published, in which case the securities of    
such entity were valued at market.                                              

____        The Transferee owned and/or invested on a discretionary basis       
   $___________________ in securities (other than the excluded
            securities referred to below) as of the end of the Transferee's most
           recent fiscal year (such amount being calculated in accordance with
Rule 144A).                                             

____        The Transferee is part of a Family of Investment Companies which    
            owned in the aggregate $______________ in securities (other than the
   excluded securities referred to below) as of the end of the
          Transferee's most recent fiscal year (such amount being calculated
in accordance with Rule 144A).                          

         3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the   
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment  
adviser is a majority owned subsidiary of the other).                           

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    4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and        
certificates of deposit, (iii) loan participations, (iv) repurchase agreements, 
(v) securities owned but subject to a repurchase agreement and (vi) currency,   
interest rate and commodity swaps. For purposes of determining the aggregate    
amount of securities owned and/or invested on a discretionary basis by the      
Transferee, or owned by the Transferee's Family of Investment Companies, the    
securities referred to in this paragraph were excluded.                         

         5. The Transferee is familiar with Rule 144A and understands that
the parties to which this certification is being made are relying and will      
continue to rely on the statements made herein because one or more sales to the 
Transferee will be in reliance on Rule 144A.                                    

___        ___     Will the Transferee be purchasing the Transferred            
        Certificates only for the Transferee's own account
Yes        No                                                                   

        6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own, such 
account belongs to a third party that is itself a "qualified institutional      
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer" 
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.                      

7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein. 
Until such notice, the Transferee's purchase of the Transferred Certificates    
will constitute a reaffirmation of this certification by the undersigned as of  
the date of such purchase.                                                      

                                  __________________________________________
                           Print Name of Transferee or Adviser

                                  By:_______________________________________
Name:   
Title:  

      IF AN ADVISER:

                                  __________________________________________
                Print Name of Transferee

                                  Date:_____________________________________

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EXHIBIT D-2B

 FORM II OF TRANSFEREE CERTIFICATE
 FOR TRANSFERS OF DEFINITIVE
PRIVATELY OFFERED CERTIFICATES

[Date]

Wells Fargo Bank, National Association,                                         
as Certificate Registrar                                                    
Wells Fargo Center                                                              
Sixth Street and Marquette Avenue                                               
MAC #N9303-121                                                                  
Minneapolis, Minnesota 55479-0113                                               

Attention:  Corporate Trust Services (CMBS)                                     

Re:   Bear Stearns Commercial Mortgage Securities Inc., Commercial  
  Mortgage Pass-Through Certificates, Series 2007-TOP26 (the
"Certificates")                                         

Ladies and Gentlemen:                                                           

          This letter is delivered to you in connection with the transfer by
_______________________ (the "Transferor") to _______________________________   
(the "Transferee") of Class ___ Certificates having an initial Certificate      
Balance or Notional Amount as of April ___, 2007 (the "Settlement Date") of     
$__________ (the "Transferred Certificates"). The Certificates, including the   
Transferred Certificates, were issued pursuant to the Pooling and Servicing     
Agreement, (the "Pooling and Servicing Agreement") dated as of April 1, 2007,   
Bear Stearns Commercial Mortgage Securities Inc., as depositor (the             
"Depositor"), Wells Fargo Bank, National Association, as master servicer,       
Centerline Servicing Inc., as special servicer, LaSalle Bank National           
Association, as Trustee and Custodian and Wells Fargo Bank, National            
Association, as paying agent (the "Paying Agent"). All capitalized terms used   
but not otherwise defined herein shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you, as Certificate Registrar, that:                            

           1. The Transferee is acquiring the Transferred Certificates for its
own account for investment and not with a view to or for sale or transfer in    
connection with any distribution thereof, in whole or in part, in any manner    
which would violate the Securities Act of 1933, as amended (the "Securities     
Act"), or any applicable state securities laws.                                 

           2. The Transferee understands that (a) the Class of Certificates to
which the Transferred Certificates belong has not been and will not be          
registered under the Securities Act or registered or qualified under any        
applicable state securities laws, (b) none of the Depositor, the Trustee or the 
Certificate Registrar is obligated so to register or qualify the Class of       
Certificates to which the Transferred Certificates belong, and (c) no           
Transferred Certificate may be resold or transferred unless it is (i) registered
pursuant to the Securities Act and registered or qualified pursuant any         
applicable state securities laws or (ii) sold or transferred in transactions    

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which are exempt from such registration and qualification and the Certificate   
Registrar has received either: (A) a certificate from the Certificateholder     
desiring to effect such transfer substantially in the form attached as Exhibit  
D-1 to the Pooling and Servicing Agreement and a certificate from such          
Certificateholder's prospective transferee substantially in the form attached   
either as Exhibit D-2A or as Exhibit D-2B to the Pooling and Servicing          
Agreement; or (C) an opinion of counsel satisfactory to the Certificate         
Registrar with respect to the availability of such exemption from registration  
under the Securities Act, together with copies of the written certification(s)  
from the transferor and/or transferee setting forth the facts surrounding the   
transfer upon which such opinion is based.                                      

       3. The Transferee understands that it may not sell or otherwise
transfer any Transferred Certificate except in compliance with the provisions of
Section 3.3 of the Pooling and Servicing Agreement, which provisions it has     
carefully reviewed.                                                             

        4. Transferee understands that each Transferred Certificate will
bear the following legends:                                                     

   THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
   QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
          "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
         TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST
          HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY
    IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
       QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF
      SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.                                                 

          5. With respect to any Transferred Certificate that is a Privately
Offered Certificate (other than Class X, Class B, Class C, Class D, Class E,    
Class F, Class G or Class H Certificates), the Transferee understands that each 
Transferred Certificate will bear the following legend:                         

     NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER
          EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF
       THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
           ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
       AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
         ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF
        ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
           PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH                                     

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            ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
     ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
        PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.                                     

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

           7. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions thereon,  
(c) the Pooling and Servicing Agreement and the Trust Fund created pursuant     
thereto, (d) the nature, performance and servicing of the Mortgage Loans, (e)   
any credit enhancement mechanism associated with the Transferred Certificates,  
and (f) all related matters, that it has requested.                             

          8. The Transferee is an "accredited investor" as defined in any of
paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an  
entity in which all of the equity owners come within such paragraphs. The       
Transferee has such knowledge and experience in financial and business matters  
as to be capable of evaluating the merits and risks of an investment in the     
Transferred Certificate; the Transferee has sought such accounting, legal and   
tax advice as it has considered necessary to make an informed investment        
decision; and the Transferee is able to bear the economic risks of such         
investment and can afford a complete loss of such investment.                   

9. Check one of the following:                          

        ___ The Transferee is a "U.S. Person" and has attached hereto an
Internal Revenue Service ("IRS") Form W-9 (or successor form).                  

          ___ The Transferee is not a "U.S. Person" and under applicable law
in effect on the date hereof, no taxes will be required to be withheld by the   
Certificate Registrar (or its agent) with respect to distributions to be made on
the Transferred Certificates. The Transferee has attached hereto either (i) a   
duly executed IRS Form W-8BEN (or successor form), which                        

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identifies the Transferee as the beneficial owner of the Transferred            
Certificates and states that the Transferee is not a U.S. Person, (ii) Form     
W-8IMY (with appropriate attachments) or (iii) two duly executed copies of IRS  
Form W-8ECI (or successor form), which identify the Transferee as the beneficial
owner of the Transferred Certificates and states that interest and original     
issue discount on the Transferred Certificates is, or is expected to be,        
effectively connected with a U.S. trade or business. The Transferee agrees to   
provide to the Certificate Registrar (or its agent) updated IRS Form W-8BEN, IRS
Form W-8IMY or IRS Form W-8ECI, as the case may be, any applicable successor IRS
forms, or such other certifications as the Certificate Registrar (or its agent) 
may reasonably request, on or before the date that any such IRS form or         
certification expires or becomes obsolete, or promptly after the occurrence of  
any event requiring a change in the most recent IRS form of certification       
furnished by it to the Certificate Registrar (or its agent).                    

          For this purpose, "U.S. Person" means a citizen or resident of the
United States for U.S. federal income tax purposes, a corporation or partnership
(except to the extent provided in applicable Treasury Regulations) created or   
organized in or under the laws of the United States, any State thereof or the   
District of Columbia, including any entity treated as a corporation or          
partnership for federal income tax purposes, an estate the income of which is   
subject to U.S. federal income taxation regardless of its source, or a trust if 
a court within the United States is able to exercise primary supervision over   
the administration of such trust, and one or more United States fiduciaries have
the authority to control all substantial decisions of such trust (or, to the    
extent provided in applicable Treasury Regulations, certain trusts in existence 
on October 20, 1996 which are eligible to elect to be treated as U.S. Persons). 

            The Depositor, the Trustee and the Paying Agent are entitled to rely
upon this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceedings or    
official inquiry with respect to the matters covered hereby.                    

         Very truly yours,

                                  __________________________________________
    (Transferee)

                                  By:_______________________________________
                                  Name:_____________________________________
                                  Title:____________________________________

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EXHIBIT D-3A

FORM I OF TRANSFEREE CERTIFICATE
 FOR TRANSFERS OF INTERESTS IN
 BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

[Date]

[TRANSFEROR]                                                                    

Re:   Bear Stearns Commercial Mortgage Securities Inc., Commercial  
  Mortgage Pass-Through Certificates, Series 2007-TOP26 (the
"Certificates")                                         

Dear Sirs:                                                                      

          This letter is delivered to you in connection with the transfer by
_____________________ (the "Transferor") to ______________________ (the         
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
Certificate Balance or Notional Amount as of April ___, 2007 (the "Settlement   
Date") of $__________. The Certificates were issued pursuant to the Pooling and 
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of April  
1, 2007, among Bear Stearns Commercial Mortgage Securities Inc., as depositor   
(the "Depositor"), Wells Fargo Bank, National Association, as master servicer,  
Centerline Servicing Inc., as special servicer, LaSalle Bank National           
Association, as Trustee and Custodian and Wells Fargo Bank, National            
Association, as paying agent (in such capacity, the "Paying Agent"). All terms  
used herein and not otherwise defined shall have the meanings set forth in the  
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, and for the benefit of the Depositor and the Trustee, that:    

          1. The Transferee is acquiring the Transferred Certificate for its
own account for investment and not with a view to or for sale or transfer in    
connection with any distribution thereof, in whole or in part, in any manner    
which would violate the Securities Act of 1933, as amended (the "Securities     
Act"), or any applicable state securities laws.                                 

        2. The Transferee understands that (a) the Certificates have not
been and will not be registered under the Securities Act or registered or       
qualified under any applicable state securities laws, (b) none of the Depositor,
the Trustee or the Certificate Registrar is obligated so to register or qualify 
the Certificates and (c) no interest in the Certificates may be sold or         
transferred unless it is (i) registered pursuant to the Securities Act and      
registered or qualified pursuant to any applicable state securities laws or (ii)
sold or transferred in transactions which are exempt from such registration and 
qualification and the Certificate Owner desiring to effect such transfer has    
received either (A) a certification from such Certificate Owner's prospective   
transferee (substantially in the form attached to the Pooling and Servicing     
Agreement) setting forth the facts surrounding the transfer or (B) an opinion of
counsel satisfactory to the Certificate Registrar with respect to the           
availability of such exemption, together with copies of the certification(s)    
from the transferor and/or transferee setting forth the facts surrounding the   
transfer upon which such opinion is based.                                      

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       3. The Transferee understands that it may not sell or otherwise
transfer any portion of its interest in the Transferred Certificate except in   
compliance with the provisions of Section 3.3 of the Pooling and Servicing      
Agreement, which provisions it has carefully reviewed.                          

        4. Transferee understands that each Transferred Certificate will
bear the following legend:                                                      

   THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),  
OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION  
OF THIS CERTIFICATE OR ANY INTEREST THEREIN WITHOUT SUCH REGISTRATION OR        
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH     
REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF 
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.          

          5. With respect to any Transferred Certificate that is a Privately
Offered Certificate (other than Class X, Class B, Class C, Class D, Class E,    
Class F, Class G or Class H Certificates), the Transferee understands that each 
Transferred Certificate will bear the following legend:                         

     NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE 
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975   
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE       
FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING 
PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY  
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, 
OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR    
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF     
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.          

         6. Neither the Transferee nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,   
any interest in any Certificate or any other similar security to any person in  
any manner, (b) solicited any offer to buy or accept a pledge, disposition or   
other transfer of any Certificate, any interest in any Certificate or any other 
similar security from any person in any manner, (c) otherwise approached or     
negotiated with respect to any Certificate, any interest in any Certificate or  
any other similar security with any person in any manner, (d) made any general  
solicitation by means of general advertising or in any other manner, or (e)     
taken any other action, that (in the case of any of the acts described in       
clauses (a) through (e) above) would constitute a distribution of any           
Certificate under the Securities Act, would render the disposition of any       
Certificate a violation of Section 5 of the Securities Act or any state         
securities law or would require registration or qualification of any Certificate
pursuant thereto. The Transferee will not act, nor has it authorized or will it 
authorize                                                                       

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any person to act, in any manner set forth in the foregoing sentence with       
respect to any Certificate, any interest in any Certificate or any other similar
security.                                                                       

           7. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions thereon,  
(c) the Pooling and Servicing Agreement and the Trust Fund created pursuant     
thereto, (d) the nature, performance and servicing of the Mortgage Loans, (e)   
any credit enhancement mechanism associated with the Transferred Certificates,  
and (f) all related matters, that it has requested.                             

      8. The Transferee is an institutional "accredited investor" as
defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act and has    
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of an investment in the Certificates; the    
Transferee has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision; and the Transferee is able to
bear the economic risks of such an investment and can afford a complete loss of 
such investment.                                                                

9. Check one of the following:                          

        ___ The Transferee is a "U.S. Person" and has attached hereto an
Internal Revenue Service ("IRS") Form W-9 (or successor form).                  

          ___ The Transferee is not a "U.S. Person" and under applicable law
in effect on the date hereof, no taxes will be required to be withheld by the   
Certificate Registrar (or its agent) with respect to distributions to be made on
the Transferred Certificates. The Transferee has attached hereto either (i) a   
duly executed IRS Form W-8BEN (or successor form), which identifies the         
Transferee as the beneficial owner of the Transferred Certificates and states   
that the Transferee is not a U.S. Person, (ii) Form W-8IMY (with appropriate    
attachments) or (iii) two duly executed copies of IRS Form W-8ECI (or successor 
form), which identify the Transferee as the beneficial owner of the Transferred 
Certificates and states that interest and original issue discount on the        
Transferred Certificates is, or is expected to be, effectively connected with a 
U.S. trade or business. The Transferee agrees to provide to the Certificate     
Registrar (or its agent) updated IRS Form W-8BEN, IRS Form W-8IMY or IRS Form   
W-8ECI, as the case may be, any applicable successor IRS forms, or such other   
certifications as the Certificate Registrar (or its agent) may reasonably       
request, on or before the date that any such IRS form or certification expires  
or becomes obsolete, or promptly after the occurrence of any event requiring a  
change in the most recent IRS form of certification furnished by it to the      
Certificate Registrar (or its agent).                                           

          For this purpose, "U.S. Person" means a citizen or resident of the
United States for U.S. federal income tax purposes, a corporation or partnership
(except to the extent provided in applicable Treasury Regulations) created or   
organized in or under the laws of the United States, any State thereof or the   
District of Columbia, including any entity treated as a corporation or          
partnership for federal income tax purposes, an estate the income of which is   
subject to U.S. federal income taxation regardless of its source, or a trust if 
a court within the United States is able to exercise primary supervision over   
the administration of such trust, and one or more United States fiduciaries have
the authority to control all substantial decisions of such trust (or,           

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to the extent provided in applicable Treasury Regulations, certain trusts in    
existence on October 20, 1996 which are eligible to elect to be treated as U.S. 
Persons).                                                                       

            The Depositor, the Trustee and the Paying Agent are entitled to rely
upon this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceedings or    
official inquiry with respect to the matters covered hereby.                    

         Very truly yours,

                                  __________________________________________
    (Transferee)

                                  By:_______________________________________
                                  Name:_____________________________________
                                  Title:____________________________________

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EXHIBIT D-3B

 FORM II OF TRANSFEREE CERTIFICATE
 FOR TRANSFERS OF INTERESTS IN
 BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

[Date]

[TRANSFEROR]                                                                    

Re:   Bear Stearns Commercial Mortgage Securities Inc., Commercial  
  Mortgage Pass-Through Certificates, Series 2007-TOP26 (the
"Certificates")                                         

Dear Sirs:                                                                      

          This letter is delivered to you in connection with the transfer by
_____________________ (the "Transferor") to ______________________ (the         
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
Certificate Balance or Notional Amount as of April ___, 2007 (the "Settlement   
Date") of $__________. The Certificates were issued pursuant to the Pooling and 
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of April  
1, 2007, among Bear Stearns Commercial Mortgage Securities Inc., as depositor   
(the "Depositor"), Wells Fargo Bank, National Association, as master servicer,  
Centerline Servicing Inc., as special servicer, LaSalle Bank National           
Association, as Trustee and Custodian and Wells Fargo Bank, National            
Association, as paying agent (in such capacity, the "Paying Agent"). All terms  
used herein and not otherwise defined shall have the meanings set forth in the  
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, and for the benefit of the Depositor and the Trustee, that:    

           1. The Transferee is a "qualified institutional buyer" as that term
is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as      
amended (the "Securities Act"), and has completed one of the forms of           
certification to that effect attached hereto as Annex 1 and Annex 2. The        
Transferee is aware that the sale to it is being made in reliance on Rule 144A. 
The Transferee is acquiring the Transferred Certificate for its own account or  
for the account of a qualified institutional buyer, and understands that such   
Certificate or any interest therein may be resold, pledged or transferred only  
(i) to a person reasonably believed to be a qualified institutional buyer that  
purchases for its own account or for the account of a qualified institutional   
buyer to whom notice is given that the resale, pledge or transfer is being made 
in reliance on Rule 144A, or (ii) pursuant to another exemption from            
registration under the Securities Act.                                          

           2. The Transferee understands that (a) the Class of Certificates to
which the Transferred Certificate belongs have not been and will not be         
registered under the Securities Act or registered or qualified under any        
applicable state securities laws, (b) none of the Depositor, the Trustee or the 
Certificate Registrar is obligated so to register or qualify the Certificates   
and (c) no interest in the Certificates may be sold or transferred unless it is 
(i) registered pursuant to the Securities Act and registered or qualified       
pursuant to any applicable state securities laws or (ii) sold or transferred in 
transactions which are exempt from such registration and qualification          

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and the Certificate Owner desiring to effect such transfer has received either  
(A) a certification from such Certificate Owner's prospective transferee        
(substantially in the form attached to the Pooling and Servicing Agreement)     
setting forth the facts surrounding the transfer or (B) an opinion of counsel   
with respect to the availability of such exemption, together with copies of the 
certification(s) from the transferor and/or transferee setting forth the facts  
surrounding the transfer upon which such opinion is based.                      

       3. The Transferee understands that it may not sell or otherwise
transfer any portion of its interest in the Transferred Certificate except in   
compliance with the provisions of Section 3.3 of the Pooling and Servicing      
Agreement, which provisions it has carefully reviewed.                          

        4. Transferee understands that each Transferred Certificate will
bear the following legend:                                                      

   THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),  
OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION  
OF THIS CERTIFICATE OR ANY INTEREST THEREIN WITHOUT SUCH REGISTRATION OR        
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH     
REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF 
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.          

          5. With respect to any Transferred Certificate that is a Privately
Offered Certificate (other than Class X, Class B, Class C, Class D, Class E,    
Class F, Class G or Class H Certificates), the Transferee understands that each 
Transferred Certificate will bear the following legend:                         

     NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I THE EMPLOYEE    
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE       
FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING 
PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY  
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, 
OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR    
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF     
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.          

           6. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions thereon,  
(c) the Pooling and Servicing Agreement and the Trust Fund created pursuant     
thereto, (d) the nature, performance and servicing of the Mortgage Loans, (e)   
any credit enhancement mechanism associated with the Transferred Certificates,  
and (f) all related matters, that it has requested.                             

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7. Check one of the following:                          

        ___ The Transferee is a "U.S. Person" and has attached hereto an
Internal Revenue Service ("IRS") Form W-9 (or successor form).                  

          ___ The Transferee is not a "U.S. Person" and under applicable law
in effect on the date hereof, no taxes will be required to be withheld by the   
Certificate Registrar (or its agent) with respect to distributions to be made on
the Transferred Certificates. The Transferee has attached hereto either (i) a   
duly executed IRS Form W-8BEN (or successor form), which identifies the         
Transferee as the beneficial owner of the Transferred Certificates and states   
that the Transferee is not a U.S. Person, (ii) Form W-8IMY (with appropriate    
attachments) or (iii) two duly executed copies of IRS Form W-8ECI (or successor 
form), which identify the Transferee as the beneficial owner of the Transferred 
Certificates and states that interest and original issue discount on the        
Transferred Certificates is, or is expected to be, effectively connected with a 
U.S. trade or business. The Transferee agrees to provide to the Certificate     
Registrar (or its agent) updated IRS Form W-8BEN, IRS Form W-8IMY or IRS Form   
W-8ECI, as the case may be, any applicable successor IRS forms, or such other   
certifications as the Certificate Registrar (or its agent) may reasonably       
request, on or before the date that any such IRS form or certification expires  
or becomes obsolete, or promptly after the occurrence of any event requiring a  
change in the most recent IRS form of certification furnished by it to the      
Certificate Registrar (or its agent).                                           

          For this purpose, "U.S. Person" means a citizen or resident of the
United States for U.S. federal income tax purposes, a corporation or partnership
(except to the extent provided in applicable Treasury Regulations) created or   
organized in or under the laws of the United States, any State thereof or the   
District of Columbia, including any entity treated as a corporation or          
partnership for federal income tax purposes, an estate the income of which is   
subject to U.S. federal income taxation regardless of its source, or a trust if 
a court within the United States is able to exercise primary supervision over   
the administration of such trust, and one or more United States fiduciaries have
the authority to control all substantial decisions of such trust (or, to the    
extent provided in applicable Treasury Regulations, certain trusts in existence 
on October 20, 1996 which are eligible to elect to be treated as U.S. Persons). 

            The Depositor, the Trustee and the Paying Agent are entitled to rely
upon this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceedings or    
official inquiry with respect to the matters covered hereby.                    

         Very truly yours,

                                  __________________________________________
    (Transferee)

                                  By:_______________________________________
                                  Name:_____________________________________
                                  Title:____________________________________

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 ANNEX 1 TO EXHIBIT D-3B

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees Other Than Registered Investment Companies]

           The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor"), and for the benefit of the Depositor, the Trustee and the   
Certificate Registrar, with respect to the commercial mortgage pass-through     
certificate being transferred (the "Transferred Certificate") as described in   
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:                                                      

     1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer 
of the entity purchasing the Transferred Certificate (the "Transferee").        

           2. The Transferee is a "qualified institutional buyer" as that term
is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule     
144A"), because (i) the Transferee owned and/or invested on a discretionary     
basis $______________________(2) in securities (other than the excluded         
securities referred to below) as of the end of the Transferee's most recent     
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Transferee satisfies the criteria in the category marked below.             

           ___   Corporation, etc. The Transferee is a corporation (other than
                 a bank, savings and loan association or similar institution),
                Massachusetts or similar business trust, partnership, or any
               organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended.           

      ___   Bank. The Transferee (a) is a national bank or a banking
           institution organized under the laws of any State, U.S.
                territory or the District of Columbia, the business of which
                 is substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
               is a foreign bank or equivalent institution, and (b) has an
                audited net worth of at least $25,000,000 as demonstrated in
              its latest annual financial statements, a copy of which is
         attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                 U.S. bank, and not more than 18 months preceding such date of
      sale for a foreign bank or equivalent institution.

----------                                                                      

       (2) Transferee must own and/or invest on a discretionary basis at least
  $100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least       
$10,000,000 in securities.                                                

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        ___   Savings and Loan. The Transferee (a) is a savings and loan
                 association, building and loan association, cooperative bank,
          homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                 and loan association or equivalent institution and (b) has an
                audited net worth of at least $25,000,000 as demonstrated in
              its latest annual financial statements, a copy of which is
         attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Certificate in the case of a
                  U.S. savings and loan association, and not more than 18 months
              preceding such date of sale for a foreign savings and loan
association or equivalent institution.      

           ___   Broker-dealer. The Transferee is a dealer registered pursuant
            to Section 15 of the Securities Exchange Act of 1934, as
amended.                                    

       ___   Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
           of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
               insurance commissioner or a similar official or agency of a
      State, U.S. territory or the District of Columbia.

           ___   State or Local Plan. The Transferee is a plan established and
             maintained by a State, its political subdivisions, or any
           agency or instrumentality of the State or its political
   subdivisions, for the benefit of its employees.

           ___   ERISA Plan. The Transferee is an employee benefit plan within
            the meaning of Title I of the Employee Retirement Income
Security Act of 1974, as amended.           

         ___   Investment Advisor. The Transferee is an investment advisor
            registered under the Investment Advisers Act of 1940, as
amended.                                    

           ___   Other. (Please supply a brief description of the entity and a
           cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
             Note that registered investment companies should complete
Annex 2 rather than this Annex 1.)          

    ____________________________________________________________

    ____________________________________________________________

    ____________________________________________________________

    3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee, (ii) securities  
that are part of an unsold allotment to or subscription by the Transferee, if   
the Transferee is a dealer, (iii) bank deposit notes and certificates of        
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities   
owned but subject to a repurchase agreement and (vii) currency, interest rate   
and commodity swaps.                                                            

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For purposes of determining the aggregate amount of securities owned and/or     
invested on a discretionary basis by the Transferee, the Transferee did not     
include any of the securities referred to in this paragraph.                    

         4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
used the cost of such securities to the Transferee, unless the Transferee       
reports its securities holdings in its financial statements on the basis of     
their market value, and no current information with respect to the cost of those
securities has been published, in which case the securities were valued at      
market. Further, in determining such aggregate amount, the Transferee may have  
included securities owned by subsidiaries of the Transferee, but only if such   
subsidiaries are consolidated with the Transferee in its financial statements   
prepared in accordance with generally accepted accounting principles and if the 
investments of such subsidiaries are managed under the Transferee's direction.  
However, such securities were not included if the Transferee is a               
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as 
amended.                                                                        

         5. The Transferee acknowledges that it is familiar with Rule 144A
and understands that the Transferor and other parties related to the Transferred
Certificate are relying and will continue to rely on the statements made herein 
because one or more sales to the Transferee may be in reliance on Rule 144A.    

___   ___         Will the Transferee be purchasing the Transferred 
Yes   No          Certificate only for the Transferee's own account 

        6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own, such 
account belongs to a third party that is itself a "qualified institutional      
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer" 
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.                      

       7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein. 
Until such notice is given, the Transferee's purchase of the Transferred        
Certificate will constitute a reaffirmation of this certification as of the date
of such purchase. In addition, if the Transferee is a bank or savings and loan  
as provided above, the Transferee agrees that it will furnish to such parties   
any updated annual financial statements that become available on or before the  
date of such purchase, promptly after they become available.                    

                                  __________________________________________
                Print Name of Transferee

                                  By:_______________________________________
                                  Name:_____________________________________
                                  Title:____________________________________
                                  Date:_____________________________________

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 ANNEX 2 TO EXHIBIT D-3B

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees That Are Registered Investment Companies]

           The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor"), and for the benefit of the Depositor, the Trustee and the   
Certificate Registrar, with respect to the commercial mortgage pass-through     
certificate being transferred (the "Transferred Certificate") as described in   
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:                                                      

     1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer 
of the entity purchasing the Transferred Certificate (the "Transferee") or, if  
the Transferee is a "qualified institutional buyer" as that term is defined in  
Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"), because   
the Transferee is part of a Family of Investment Companies (as defined below),  
is an executive officer of the investment adviser (the "Adviser").              

            2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under  
the Investment Company Act of 1940, as amended, and (ii) as marked below, the   
Transferee alone owned and/or invested on a discretionary basis, or the         
Transferee's Family of Investment Companies owned, at least $100,000,000 in     
securities (other than the excluded securities referred to below) as of the end 
of the Transferee's most recent fiscal year. For purposes of determining the    
amount of securities owned by the Transferee or the Transferee's Family of      
Investment Companies, the cost of such securities was used, unless the          
Transferee or any member of the Transferee's Family of Investment Companies, as 
the case may be, reports its securities holdings in its financial statements on 
the basis of their market value, and no current information with respect to the 
cost of those securities has been published, in which case the securities of    
such entity were valued at market.                                              

                ____ The Transferee owned and/or invested on a discretionary
basis $___________________ in securities (other than the excluded   
securities referred to below) as of the end of the Transferee's most
    recent fiscal year (such amount being calculated in accordance with Rule
144A).                                                              

         ____ The Transferee is part of a Family of Investment
Companies which owned in the aggregate $______________ in securities
   (other than the excluded securities referred to below) as of the end of
     the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).                                         

         3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the   
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment  
adviser is a majority owned subsidiary of the other).                           

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    4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and        
certificates of deposit, (iii) loan participations, (iv) repurchase agreements, 
(v) securities owned but subject to a repurchase agreement and (vi) currency,   
interest rate and commodity swaps. For purposes of determining the aggregate    
amount of securities owned and/or invested on a discretionary basis by the      
Transferee, or owned by the Transferee's Family of Investment Companies, the    
securities referred to in this paragraph were excluded.                         

         5. The Transferee is familiar with Rule 144A and understands that
the parties to which this certification is being made are relying and will      
continue to rely on the statements made herein because one or more sales to the 
Transferee will be in reliance on Rule 144A.                                    

___   ___         Will the Transferee be purchasing the Transferred 
Yes   No          Certificate only for the Transferee's own account 

        6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own, such 
account belongs to a third party that is itself a "qualified institutional      
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer" 
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.                      

7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein. 
Until such notice, the Transferee's purchase of the Transferred Certificate will
constitute a reaffirmation of this certification by the undersigned as of the   
date of such purchase.                                                          

                                  __________________________________________
                           Print Name of Transferee or Adviser

                                  By:_______________________________________
                                  Name:_____________________________________
                                  Title:____________________________________

      IF AN ADVISER:

                                  __________________________________________
                Print Name of Transferee

                                  Date:_____________________________________

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 EXHIBIT E-1

FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
FOR TRANSFERS OF REMIC RESIDUAL CERTIFICATES

STATE OF                         )                                              
) ss:         
COUNTY OF                        )                                              

            ____________________, being first duly sworn, deposes and says that:

          1. He/She is the ____________________ of ____________________ (the
prospective transferee (the "Transferee") of Bear Stearns Commercial Mortgage   
Securities Inc., Commercial Mortgage Pass-Through Certificates, Series          
2007-TOP26, Class [R-I] [R-II] [R-III], evidencing a ____% Percentage Interest  
in such Class (the "Residual Certificates")), a ________________ duly organized 
and validly existing under the laws of ____________________, on behalf of which 
he/she makes this affidavit. All capitalized terms used but not otherwise       
defined herein shall have the respective meanings set forth in the Pooling and  
Servicing Agreement as amended and restated pursuant to which the Residual      
Certificates were issued (the "Pooling and Servicing Agreement").               

           2. The Transferee (i) is, and as of the date of transfer will be, a
"Permitted Transferee" and will endeavor to remain a "Permitted Transferee" for 
so long as it holds the Residual Certificates, and (ii) is acquiring the        
Residual Certificates for its own account or for the account of another         
prospective transferee from which it has received an affidavit in substantially 
the same form as this affidavit. A "Permitted Transferee" is any Person other   
than a "disqualified organization" or a possession of the United States. (For   
this purpose, a "disqualified organization" means the United States, any state  
or political subdivision thereof, any agency or instrumentality of any of the   
foregoing (other than an instrumentality, all of the activities of which are    
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a    
majority of whose board of directors is not selected by any such governmental   
entity) or any foreign government, international organization or any agency or  
instrumentality of such foreign government or organization, any rural electric  
or telephone cooperative, or any organization (other than certain farmers'      
cooperatives) that is generally exempt from federal income tax unless such      
organization is subject to the tax on unrelated business taxable income.        

           3. The Transferee (i) is, and as of the date of transfer will be, a
"Qualified Institutional Buyer" and will endeavor to remain a "Qualified        
Institutional Buyer" for so long as it holds the Residual Certificates, and (ii)
is acquiring the Residual Certificates for its own account or for the account of
another prospective transferee from which it has received an affidavit in       
substantially the same form as this affidavit. A "Qualified Institutional Buyer"
is a qualified institutional buyer qualifying pursuant to Rule 144A under the   
Securities Act of 1933, as amended.                                             

          4. The Transferee is aware (i) of the tax that would be imposed on
transfers of the Residual Certificates to "disqualified organizations" under the
Code that applies to all transfers of the Residual Certificates; (ii) that such 
tax would be on the transferor or, if such                                      

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transfer is through an agent (which Person includes a broker, nominee or        
middleman) for a non-Permitted Transferee, on the agent; (iii) that the Person  
otherwise liable for the tax shall be relieved of liability for the tax if the  
transferee furnishes to such Person an affidavit that the transferee is a       
Permitted Transferee and, at the time of transfer, such Person does not have    
actual knowledge that the affidavit is false; and (iv) that the Residual        
Certificates may be a "noneconomic residual interest" within the meaning of     
Treasury regulation Section 1.860E-1(c) and that the transferor of a            
"noneconomic residual interest" will remain liable for any taxes due with       
respect to the income on such residual interest, unless no significant purpose  
of the transfer is to enable the transferor to impede the assessment or         
collection of tax.                                                              

        5. The Transferee is aware of the tax imposed on a "pass-through
entity" holding the Residual Certificates if at any time during the taxable year
of the pass-through entity a non-Permitted Transferee is the record holder of an
interest in such entity. (For this purpose, a "pass-through entity" includes a  
regulated investment company, a real estate investment trust or common trust    
fund, a partnership, trust or estate, and certain cooperatives.)                

          6. The Transferee is aware that the Certificate Registrar will not
register any transfer of the Residual Certificates by the Transferee unless the 
Transferee's transferee, or such transferee's agent, delivers to the Certificate
Registrar, among other things, an affidavit and agreement in substantially the  
same form as this affidavit and agreement. The Transferee expressly agrees that 
it will not consummate any such transfer if it knows or believes that any       
representation contained in such affidavit and agreement is false.              

    7. The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Certificate will only be   
owned, directly or indirectly, by a Permitted Transferee.                       

8. The Transferee's taxpayer identification number is   
_________________.                                                              

          9. The Transferee has reviewed the provisions of Section 3.3(e) of
the Pooling and Servicing Agreement, a description of which provisions is set   
forth in the Residual Certificates (in particular, clause (ii)(F) of Section    
3.3(e) which authorizes the Paying Agent or the Trustee to deliver payments on  
the Residual Certificate to a Person other than the Transferee and clause       
(ii)(G) of Section 3.3(e) which authorizes the Trustee to negotiate a mandatory 
sale of the Residual Certificates, in either case, in the event that the        
Transferee holds such Residual Certificates in violation of Section 3.3(e)); and
the Transferee expressly agrees to be bound by and to comply with such          
provisions.                                                                     

        10. No purpose of the Transferee relating to its purchase or any
sale of the Residual Certificates is or will be to impede the assessment or     
collection of any tax.                                                          

          11. The Transferee hereby represents to and for the benefit of the
transferor that the Transferee intends to pay any taxes associated with holding 
the Residual Certificates as they become due, fully understanding that it may   
incur tax liabilities in excess of any cash flows generated by the Residual     
Certificates.                                                                   

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    12. The Transferee will not cause income with respect to the
Residual Certificates to be attributable to a foreign permanent establishment or
fixed base, within the meaning of any applicable income tax treaty, of such     
proposed Transferee or any other United States Tax Person.                      

        13. The Transferee will, in connection with any transfer that it
makes of the Residual Certificates, deliver to the Certificate Registrar a      
representation letter substantially in the form of Exhibit E-2 to the Pooling   
and Servicing Agreement in which it will represent and warrant, among other     
things, that it is not transferring the Residual Certificates to impede the     
assessment or collection of any tax and that it has at the time of such transfer
conducted a reasonable investigation of the financial condition of the proposed 
transferee as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and 
has satisfied the requirements of such provision.                               

           14. The Transferee is a citizen or resident of the United States, a
corporation, a partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its          
connection with the conduct of a trade or business within the United States.    

          15. [Select a or b, as applicable] [a] The Transferee has computed
any consideration paid to it to acquire the Class R Certificate in accordance   
with U.S. Treasury Regulations Sections 1.860E-1(c)(7) and 1.860E-1(c)(8) by    
computing present values using a discount rate equal to the Federal short-term  
rate prescribed by Section 1274(d) of the Code for the month of the transfer and
the compounding period used by the Transferee.                                  

          [b] The transfer of the Class R Certificate complies with Treasury
Regulation Sections 1.860E-1(c)(5) and 1.860E-1(c)(6) and, accordingly,         

      (i) the Transferee is an "eligible corporation," as defined in
Treasury Regulation Section 1.860E-1(c)(6), as to which income from the Class R 
Certificate will only be taxed in the United States;                            

 (ii) at the time of the transfer, and at the close of the
Transferee's two fiscal years preceding the Transferee's fiscal year of the     
transfer, the Transferee had gross assets for financial reporting purposes      
(excluding any obligation of a person related to the Transferee within the      
meaning of Treasury Regulation Section 1.860E-1(c)(6)(ii) and excluding any     
other asset if a principal purpose for holding or acquiring that asset is to    
permit the Transferee to satisfy this Section 15(ii)) in excess of $100 million 
and net assets in excess of $10 million;                                        

          (iii) the Transferee will transfer the Class R Certificate only to
another "eligible corporation," as defined in Treasury Regulation Section       
1.860E-1(c)(6), in a transaction that satisfies the requirements of Treasury    
Regulation Section 1.860E-1(c)(i), (ii), and (iii) and this Section 15 and the  
transfer is not to a foreign permanent establishment (within the meaning of an  
applicable income tax treaty) of such eligible corporation or any other         
arrangement by which the Class R Certificate will be at any time subject to net 
tax by a foreign country or possession of the United States; and                

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      (iv) the Transferee determined the consideration paid to it to
acquire the Class R Certificate, based on reasonable market assumptions         
(including, but not limited to, borrowing and investment rates, prepayment and  
loss assumptions, expense and reinvestment assumptions, tax rates and other     
factors specific to the Transferee) that it has determined in good faith, is a  
reasonable amount.                                                              

         16. The Transferee (i) is, and at the time of transfer will be, a
United States Tax Person and (ii) is not, and at the time of the transfer will  
not be, a foreign permanent establishment or fixed base, within the meaning of  
any applicable income tax treaty, of any United States Tax Person. If the       
Transferee is a partnership trust or disregarded entity for U.S. federal income 
tax purposes, then each person that may be allocated income from the Class R    
Certificate is, and at the time of transfer will be, a United States Tax Person.

            17. The Transferee has historically paid its debts as they have come
due and will continue to do so in the future.                                   

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           IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by 
its ____________________ and its corporate seal to be hereunto attached this ___
day of ___________, ____.                                                       

            [NAME OF TRANSFEREE]

                         By:______________________________
               [Name of Officer]
                [Title of Officer]

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 EXHIBIT E-2

 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF

 REMIC RESIDUAL CERTIFICATES

                                                           _______________, 20__

Wells Fargo Bank, National Association,                                         
as Certificate Registrar                                                    
Wells Fargo Center                                                              
6th and Marquette                                                               
Minneapolis, MN  55479                                                          

Attention:  Corporate Trust Services                                            
(CMBS) MAC #N9309-121                                   

Re:   Bear Stearns Commercial Mortgage Securities Inc., Commercial  
  Mortgage Pass-Through Certificates, Series 2007-TOP26 (the
"Certificates")                                         

Dear Sirs:                                                                      

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of 
[Class R-I] [Class R-II] [Class R-III] Certificates evidencing a ____%          
Percentage Interest in such Class (the "Residual Certificates"). The            
Certificates, including the Residual Certificates, were issued pursuant to the  
Pooling and Servicing Agreement, dated as of April 1, 2007 (the "Pooling and    
Servicing Agreement"), among Bear Stearns Commercial Mortgage Securities Inc.,  
as depositor, Wells Fargo Bank, National Association, as master servicer,       
Centerline Servicing Inc., as special servicer, LaSalle Bank National           
Association, as Trustee and Custodian and Wells Fargo Bank, National            
Association, as Paying Agent, Certificate Registrar and Authenticating Agent.   
All capitalized terms used but not otherwise defined herein shall have the      
respective meanings set forth in the Pooling and Servicing Agreement. The       
Transferor hereby certifies, represents and warrants to you, as Certificate     
Registrar, that:                                                                

       1. No purpose of the Transferor relating to the transfer of the
Residual Certificates by the Transferor to the Transferee is or will be to      
impede the assessment or collection of any tax.                                 

          2. The Transferor understands that the Transferee has delivered to
you a Transfer Affidavit and Agreement in the form attached to the Pooling and  
Servicing Agreement. The Transferor does not know or believe that any           
representation contained therein is false.                                      

      3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee as        
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result  
of that investigation, the Transferor has determined that the Transferee has    
historically paid its debts as they became due and has found no significant     
evidence to indicate that the Transferee will not continue to pay its debts as  
they become due in                                                              

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the future. The Transferor understands that the transfer of the Residual        
Certificates may not be respected for United States income tax purposes (and the
Transferor may continue to be liable for United States income taxes associated  
therewith) unless the Transferor has conducted such an investigation.           

          4. The Transferor does not know and has no reason to know that the
Transferee is not a Permitted Transferee, is not a United States Tax Person, is 
a foreign permanent establishment or fixed base, within the meaning of any      
applicable income tax treaty, of any United States Tax Person, or is a Person   
with respect to which income on the Residual Certificate is attributable to a   
foreign permanent establishment or fixed base, within the meaning of any        
applicable income tax treaty.                                                   

          5. The Transferor does not know and has no reason to know that the
Transferee will not honor the restrictions on subsequent transfers by the       
Transferee under the Transfer Affidavit and Agreement, delivered in connection  
with this transfer.                                                             

         Very truly yours,

                             _____________________________________
    (Transferor)
                             By:__________________________________
                             Name:________________________________
                             Title:_______________________________

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 EXHIBIT F

FORM OF REGULATION S CERTIFICATE

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-TOP26, CLASS __ (THE "CERTIFICATES")

TO:         Euroclear System                                                    
or                                          
CLEARSTREAM                                         

        This is to certify that as of the date hereof, and except as set
forth below, the above-captioned Certificates held by you or on your behalf for 
our account are beneficially owned by (a) non -U.S person(s) or (b) U.S.        
person(s) who purchased the Certificates in transactions which did not require  
registration under the United States Securities Act of 1933, as amended (the    
"Securities Act"). As used in this paragraph, the term "U.S. person" has the    
meaning given to it by Regulation S under the Securities Act. To the extent that
we hold an interest in any of the Certificates on behalf of person(s) other than
ourselves, we have received certifications from such person(s) substantially    
identical to the certifications set forth herein.                               

          We undertake to advise you promptly by tested telex on or prior to
the date on which you intend to submit your certification relating to the       
Certificates held by you or on your behalf for our account in accordance with   
your operating procedures if any applicable statement herein is not correct on  
such date, and in the absence of any such notification it may be assumed that   
this certification applies as of such date.                                     

        This certification excepts and does not relate to $__________ of
such beneficial interest in the above Certificates in respect of which we are   
not able to certify and as to which we understand the exercise of any rights to 
payments thereon and the exchange for definitive Certificates or for an interest
in definitive Certificates in global form cannot be made until we do so certify.

            We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if       
administrative or legal proceedings are commenced or threatened in connection   
with which this certification is or would be relevant, we irrevocably authorize 
you to produce this certification to any interested party in such proceedings.  

Dated: __________, 2007                                                         

                                       By:______________________________________
                                       As, or as agent for, the beneficial
                                         owner(s) of the Certificates to which
                             this certificate relates.

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 EXHIBIT G-1

 FORM OF PRIMARY SERVICING AGREEMENT
 (PRINCIPAL)

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__________________________________

 PRIMARY SERVICING AGREEMENT

 DATED AS OF APRIL 1, 2007

__________________________________

WELLS FARGO BANK, NATIONAL ASSOCIATION

 AS MASTER SERVICER,

PRINCIPAL GLOBAL INVESTORS, LLC,

AS PRIMARY SERVICER,

 TO BE ENTERED INTO IN CONNECTION WITH

THAT CERTAIN POOLING AND SERVICING AGREEMENT

 DATED AS OF APRIL 1, 2007

 BETWEEN

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
 AS DEPOSITOR,

WELLS FARGO BANK, NATIONAL ASSOCIATION
 AS MASTER SERVICER,

 CENTERLINE SERVICING INC.
AS SPECIAL SERVICER,

 LASALLE BANK NATIONAL ASSOCIATION
AS TRUSTEE AND CUSTODIAN

 AND

WELLS FARGO BANK, NATIONAL ASSOCIATION
 AS PAYING AGENT, CERTIFICATE REGISTRAR AND AUTHENTICATING AGENT

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
 SERIES 2007-TOP26

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ARTICLE I. DEFINITIONS.......................................................1  

ARTICLE II. PRIMARY SERVICING................................................8  

SECTION 2.1...............................................PRIMARY SERVICING  8  
SECTION 2.2................................................STANDARD OF CARE  15 
SECTION 2.3.........COMPENSATION AND OTHER PAYMENTS TO THE PRIMARY SERVICER  16 
SECTION 2.4.................PRIMARY SERVICER REPRESENTATIONS AND WARRANTIES  17 

ARTICLE III. DOCUMENTS AND OTHER MATTERS.....................................17 

SECTION 3.1..........................SEGREGATION OF MORTGAGE LOAN DOCUMENTS  17 
SECTION 3.2...........ACCESS TO DOCUMENTS; PROVISION OF CERTAIN INFORMATION  17 

ARTICLE IV. MASTER SERVICER ASSISTANCE.......................................17 

SECTION 4.1......................................MASTER SERVICER ASSISTANCE  17 
SECTION 4.2...............................SPECIALLY SERVICED MORTGAGE LOANS  18 

ARTICLE V. ADDITIONAL PRIMARY SERVICER COVENANTS.............................18 

SECTION 5.1............................................NOTICE OF LITIGATION  18 
SECTION 5.2........................................NO PERSONAL SOLICITATION  19 
SECTION 5.3.........FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY  19 
SECTION 5.4.............PRIMARY SERVICER'S FINANCIAL STATEMENTS AND RELATED     
                                                               INFORMATION  19
SECTION 5.5....................................................NO ADVANCING  20 
SECTION 5.6................................................REMIC COMPLIANCE  20 
SECTION 5.7...............................................INSPECTION RIGHTS  20 
SECTION 5.8..............................................AUTHORIZED OFFICER  20 
SECTION 5.9..............................................ADDITIONAL REPORTS  20 
SECTION 5.10....................PREPAYMENT INTEREST SHORTFALLS AND EXCESSES  20 
SECTION 5.11.......................................................CONSENTS  21 
SECTION 5.12......QUARTERLY SERVICING ACCOUNTS RECONCILIATION CERTIFICATION  21 
SECTION 5.13..............EXCHANGE ACT REPORTS; ANNUAL COMPLIANCE DOCUMENTS  22 

ARTICLE VI. PRIMARY SERVICER DEFAULT; TERMINATION; POST-TERMINATION             
             OBLIGATIONS....................................................26

SECTION 6.1........................................PRIMARY SERVICER DEFAULT  26 
SECTION 6.2.....................................................TERMINATION  29 
SECTION 6.3....................................POST-TERMINATION OBLIGATIONS  29 
SECTION 6.4..........................................ADDITIONAL TERMINATION  30 

ARTICLE VII. SUBCONTRACTORS..................................................31 

ARTICLE VIII. PRIMARY SERVICER TO HOLD PROPERTY FOR THE MASTER                  
               SERVICER.....................................................31

ARTICLE IX. INDEMNIFICATION..................................................31 

SECTION 9.1....................................PRIMARY SERVICER'S INDEMNITY  31 
SECTION 9.2.....................................MASTER SERVICER'S INDEMNITY  32 

ARTICLE X. MISCELLANEOUS.....................................................32 

SECTION 10.1...................................................SEVERABILITY  32 
SECTION 10.2.....................................RIGHTS CUMULATIVE; WAIVERS  33 
SECTION 10.3.......................................................HEADINGS  33 
SECTION 10.4...................................................CONSTRUCTION  33 
SECTION 10.5.....................................................ASSIGNMENT  33 
SECTION 10.6...........................................PRIOR UNDERSTANDINGS  34 
SECTION 10.7...........................................INTEGRATED AGREEMENT  35 
SECTION 10.8...................................................COUNTERPARTS  35 
SECTION 10.9.................................................GOVERNING LAWS  35 
SECTION 10.10.......................................................NOTICES  35 
SECTION 10.11.....................................................AMENDMENT  35 

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SECTION 10.12.........................................................OTHER  36 
SECTION 10.13.........................................BENEFITS OF AGREEMENT  36 

LOAN # ________________________..............................................5  

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            This PRIMARY SERVICING AGREEMENT, dated and effective as of April 1,
2007, by and between PRINCIPAL GLOBAL INVESTORS, LLC (in the capacity of primary
servicer, the "Primary Servicer") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a 
national banking association, acting solely in its capacity as Master Servicer  
under the Pooling and Servicing Agreement (as defined below) (the "Master       
Servicer").                                                                     

     WHEREAS, Bear Stearns Commercial Mortgage Securities Inc., as
depositor (the "Depositor"), Wells Fargo Bank, National Association, as master  
servicer, Centerline Servicing Inc., as special servicer, Wells Fargo Bank,     
National Association, as paying agent, certificate registrar and authenticating 
agent, and LaSalle Bank National Association, as trustee and custodian, have    
entered into a Pooling and Servicing Agreement, dated as of April 1, 2007,      
relating to the Commercial Mortgage Pass-Through Certificates, Series 2007-TOP26
(as amended, from time to time, the "Pooling and Servicing Agreement"), a copy  
of which is attached hereto as Exhibit A; and                                   

          WHEREAS, the Master Servicer desires that the Primary Servicer act
as Primary Servicer with respect to the mortgage loans listed on Schedule I     
hereto and provide, on behalf of the Master Servicer, the necessary servicing of
such mortgage loans performed in a manner consistent with the Servicing Standard
and in a manner consistent with this Agreement and the Pooling and Servicing    
Agreement from the Closing Date until this Agreement is terminated in accordance
herewith;                                                                       

       NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Primary Servicer and the Master Servicer hereby 
agree as follows:                                                               

 DEFINITIONS

     As used in this Agreement, the following terms shall have the
meanings set forth below. Capitalized terms used and not defined herein shall   
have the meanings ascribed to them in the Pooling and Servicing Agreement,      
provided, however, that terms whose meanings are ascribed in the Pooling and    
Servicing Agreement and by the provisions thereof pertain to one or more        
mortgage loans that are the subject of the Pooling and Servicing Agreement shall
be construed for purposes of this Agreement to pertain to the related Mortgage  
Loan(s) that are the subject of this Agreement.                                 

            "A/B Intercreditor Agreement": With respect to an A/B Mortgage Loan,
the related co-lender agreement, by and between the holder of the related       
Mortgage Loan and the holder of the related B Note(s), setting forth the        
relative rights of such holders, as the same may be further amended from time to
time in accordance with the terms thereof.                                      

            "A/B Mortgage Loan": Any Mortgage Loan serviced under this Agreement
that is divided into a senior mortgage note and a subordinated mortgage note,   
which senior mortgage note is included in the Trust. There are no A/B Mortgage  
Loans relating to this Agreement.                                               

  "ABS Issuing Entity": Each trust or entity that has issued
asset-backed securities that directly or indirectly evidence interests in or are
secured by a pledge of one or more mortgage loans serviced hereunder (regardless
of whether such mortgage loan constitutes a                                     

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"Mortgage Loan" under the other provisions of this Agreement), it being         
understood that the TOP26 Trust constitutes an ABS Issuing Entity.              

           "Aggregate Servicing Fee": The Primary Servicing Fee and the Excess
Servicing Fee.                                                                  

           "Agreement": This Primary Servicing Agreement, as modified, amended
and supplemented from time to time, including all exhibits, schedules and       
addenda hereto.                                                                 

           "Annual Statement and Rent Roll Reporting": Copies of quarterly and
annual financial statements and rent rolls collected with respect to the        
Mortgaged Properties securing the Mortgage Loans and A/B Mortgage Loans, to be  
made available, within 30 days following receipt thereof by the Primary         
Servicer, to the Master Servicer (and, with respect to an A/B Mortgage Loan, the
holder of the B Note, if required by the applicable A/B Intercreditor           
Agreement), the Operating Adviser, and, to any of the following Persons upon    
written notification from Master Servicer of a request for such information and 
the identity and address of the requesting Person requesting: the Rating        
Agencies, the Special Servicer, or the Trustee.                                 

           "Applicable Depositor": The Depositor or the depositor with respect
to an ABS Issuing Entity other than the TOP26 Trust.                            

    "B Note": With respect to any A/B Mortgage Loan, any related
subordinated Mortgage Note not included in the Trust, which is subordinated in  
right of payment to the related A Note to the extent set forth in the related   
A/B Intercreditor Agreement. There are no B Notes relating to this Agreement.   

        "Category 1 Consent Aspect": A condition, term or provision of a
Category 1 Request that requires, or specifies a standard of, consent, or       
approval of the applicable mortgagee under the Loan Documents, but shall        
explicitly exclude any such conditions, terms or provisions enumerated in (a) an
escrow or reserve agreement for disbursements made from an escrow or reserve    
account or an extension of time to complete repairs, replacements or            
improvements in accordance with the terms and conditions set forth in Exhibit   
B-2(c); (b) an assignment and assumption request covered under Section          
A.1.(c)(ii) of Exhibit B-2(c) of this Agreement; (c) an additional lien,        
monetary encumbrance or mezzanine financing request covered under Section       
A.1.(c)(iii) of Exhibit B-2(c) of this Agreement; or (d) a defeasance request   
covered under Section A.1.(c)(i) of Exhibit B-2(c) of this Agreement.           

    "Category 1 Request": As defined in the Post Closing Matters
Description in Exhibit B-2.                                                     

    "Category 2 Request": As defined in the Post Closing Matters
Description in Exhibit B-2.                                                     

    "Category 3 Request": As defined in the Post Closing Matters
Description in Exhibit B-2.                                                     

         "CMSA Comparative Financial Status Report": A report which is one
element of the supplemental reports of the CMSA Investor Reporting Package and  
the form of which is attached to the Pooling and Servicing Agreement as Exhibit 
W.                                                                              

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           "CMSA Delinquent Loan Status Report": A report which is one element
of the supplemental reports of the CMSA Investor Reporting Package and the form 
of which is attached to the Pooling and Servicing Agreement as Exhibit X.       

        "CMSA Financial File": A report which is one element of the CMSA
Investor Reporting Package and the form of which is attached to the Pooling and 
Servicing Agreement as Exhibit W.                                               

           "CMSA Historical Liquidation Report": A report which is one element
of the supplemental reports of the CMSA Investor Reporting Package and the form 
of which is attached to the Pooling and Servicing Agreement as Exhibit X.       

         "CMSA Historical Loan Modification Report": A report which is one
element of the supplemental reports of the CMSA Investor Reporting Package and  
the form of which is attached to the Pooling and Servicing Agreement as Exhibit 
X.                                                                              

  "CMSA Investor Reporting Package": The Commercial Mortgage
Securities Association Investor Reporting Package, certain forms of which are   
attached to the Pooling and Servicing Agreement as Exhibits W and X and elements
of which shall be produced as provided in Section 2.1(c) and the Task           
Description.                                                                    

           "CMSA Loan Level Reserve/LOC Report": A report which is one element
of the supplemental reports of the CMSA Investor Reporting Package and the form 
of which is attached to the Pooling and Servicing Agreement as Exhibit X.       

          "CMSA Loan Periodic Update File": A report which is one element of
the CMSA Investor Reporting Package and the form of which is attached to the    
Pooling and Servicing Agreement as Exhibit X.                                   

         "CMSA Loan Setup File": A report which is one element of the CMSA
Investor Reporting Package and the form of which is attached to the Pooling and 
Servicing Agreement as Exhibit X.                                               

       "CMSA Property File": A report which is one element of the CMSA
Investor Reporting Package and the form of which is attached to the Pooling and 
Servicing Agreement as Exhibit W.                                               

         "CMSA Quarterly Financial File": A report which is one element of
the CMSA Investor Reporting Package and the form of which is substantially      
similar to the form attached to the Pooling and Servicing Agreement as Exhibit  
W.                                                                              

      "CMSA REO Status Report": A report which is one element of the
supplemental reports of the CMSA Investor Reporting Package and the form of     
which is attached to the Pooling and Servicing Agreement as Exhibit X.          

        "CMSA Servicer Watch List": A report which is one element of the
supplemental reports of the CMSA Investor Reporting Package and the form of     
which is attached to the                                                        

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Pooling and Servicing Agreement as Exhibit W the contents of which are set forth
in Section 8.11(h) of the Pooling and Servicing Agreement.                      

    "Day One Report": With respect to each Mortgage Loan and A/B
Mortgage Loan, a statement in the form of Exhibit B-1(f) setting forth the      
scheduled payments of interest and principal and the amount of any unanticipated
prepayments of which the Primary Servicer has received notice, indicating the   
Mortgage Loan or A/B Mortgage Loan and on account of what type of payment such  
amount is to be applied on behalf of the related Mortgagor.                     

            "Deemed Category 1 Request": With respect to an A/B Mortgage Loan, a
Category 2 Request shall, for purposes of this Agreement, be deemed to be a     
Category 1 Request and shall be processed, as such, by the Primary Servicer.    

           "Distribution Date": With respect to the TOP26 Trust, as defined in
the Pooling and Servicing Agreement. With respect to any other ABS Issuing      
Entity (as the context requires), the monthly date on which distributions are   
made on the related certificates under the related pooling and servicing        
agreement.                                                                      

        "Escrow Status Report": A brief statement to be delivered to the
Persons designated in Section 5.1(g) of the Pooling and Servicing Agreement and 
with respect to an A/B Mortgage Loan, the holder of the B Note, if required by  
the applicable A/B Intercreditor Agreement, within twenty (20) days following   
the first anniversary of the Closing Date, for each of the Mortgage Loans       
included on Schedule VII of the Pooling and Servicing Agreement (and related B  
Notes), about the status of the work or project based upon the most recent      
information provided by the applicable Mortgagor.                               

            "Excess Servicing Fee": For each calendar month, as to each Mortgage
Loan, the portion of the related Excess Servicing Fee Rate applicable to such   
month (determined in the same manner as the applicable Mortgage Rate determined 
for such Mortgage Loan for such month) multiplied by the Scheduled Principal    
Balance of such Mortgage Loan immediately before the Due Date occurring in such 
month, but prorated for the number of days during the calendar month for such   
Mortgage Loan for which interest actually accrues on such Mortgage Loan and only
from collections on such Mortgage Loan.                                         

            "Excess Servicing Fee Rate": The rate of 0.0% per annum with respect
to each Mortgage Loan.                                                          

     "Lease": A lease, proposed lease, or amendment, modification,
restatement, extension or termination of a lease, in each case of space and any 
other ancillary and associated rights in a building or on the real estate       
constituting all or a portion of a Mortgaged Property.                          

            "Loan Documents": As defined in the Post Closing Matters Description
in Exhibit B-2.                                                                 

           "Mandatory Prepayment Date Assumption": The assumption set forth in
Exhibit B (Servicing Proposal) to the PCFII Servicing Rights Purchase Agreement 
to the effect that, except as disclosed to the Master Servicer, no Mortgage Loan
under such agreement has terms                                                  

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under which it may be paid off, in whole or in part, on a date other than a due 
date or maturity date (including during open periods) without payment of a full 
month of interest.                                                              

        "Master Servicer": As defined in the preamble to this Agreement.

      "Master Servicer Servicing Documents": A copy of the documents
contained in the Mortgage File for the Mortgage Loans and any A/B Mortgage      
Loans.                                                                          

          "Materiality Determination": With respect to a Category 1 Request,
the determination by Primary Servicer, exercised in good faith using the        
"Servicing Standard" set forth in the Pooling and Servicing Agreement, whether a
Category 1 Consent Aspect is material and should be referred to the Special     
Servicer for consent in accordance with this Agreement and the Pooling and      
Servicing Agreement.                                                            

       "Mortgage Loan": A Mortgage Note secured by a Mortgage, and all
amendments and modifications thereof, identified on the schedule attached to    
this Agreement as Schedule I, as amended from time to time, and conveyed,       
transferred, sold, assigned to or deposited with the Trustee pursuant to Section
2.1 or Section 2.3 of the Pooling and Servicing Agreement, and Mortgage Loan    
shall also include any Defeasance Loan.                                         

            "Non-Mandatory Prepayment Date Mortgage Loan": As defined in Section
5.10(a) hereof.                                                                 

       "Officer's Certificate": In the case of the Primary Servicer, a
certificate signed by one or more of the Chairman of the Board, any Vice        
Chairman, the President, or any Executive Vice President, Senior Vice President,
Vice President or Assistant Vice President or an employee designated as a       
Servicing Officer pursuant to this Agreement.                                   

            "Operating Statement Analysis": A report which is one element of the
MBA/CMSA Methodology for Analyzing and Reporting Property Income Statements,    
which is part of the CMSA Investor Reporting Package and the form of which is   
attached to the Pooling and Servicing Agreement as Exhibit W.                   

    "Payment and Collection Description": The description of the
obligations of the Primary Servicer with respect to collection and remittance of
payments on the Mortgage Loans and the A/B Mortgage Loans, as more particularly 
described in Section 2.1(c) hereof.                                             

     "Payment and Mortgage Loan Status Reports": The reports to be
submitted by Primary Servicer to the Master Servicer with respect to reporting  
about collection and remittance of payments, delinquencies, status of real      
estate taxes, status of insurance and status of UCC financing statements for the
Mortgage Loans and with respect to an A/B Mortgage Loan, the holder of the B    
Note, if required by the applicable A/B Intercreditor Agreement, as more        
particularly described and in the forms attached hereto as Exhibit B-1.         

         "PCFII Servicing Rights Purchase Agreement": The servicing rights
purchase agreement dated April 5, 2007 between Principal Commercial Funding II, 
LLC, as Seller and the Master Servicer, as Purchaser.                           

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           "POA Notice": As defined in the Post Closing Matters Description in
Exhibit B-2.                                                                    

        "Pooling and Servicing Agreement": As defined in the preamble to
this Agreement.                                                                 

           "Post Closing Matters Description": The description of the relative
obligations of the Primary Servicer and Master Servicer with respect to requests
from Mortgagors on Mortgage Loans and A/B Mortgage Loans that have not become   
Defaulted Mortgage Loans, a Specially Serviced Mortgage Loan or one on which a  
Servicing Transfer Event has occurred, which obligations are more particularly  
described and set forth on Exhibit B-2.                                         

      "Post Closing Request": As defined in the Post Closing Matters
Description in Exhibit B-2.                                                     

            "Primary Servicer Collection Account": An account, which shall be an
Eligible Account, established by Primary Servicer for the purposes set forth in 
this Agreement, the income and earnings on which shall inure entirely to the    
benefit of Primary Servicer. The Primary Servicer Collection Account shall be   
established in the name of "Principal Global Investors, LLC, as Primary Servicer
for Wells Fargo Bank, National Association, as Master Servicer for LaSalle Bank 
National Association, as Trustee for the Holders of Bear Stearns Commercial     
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 
2007-TOP26."                                                                    

     "Primary Servicer Default": As defined in Section 6.1 hereof.

            "Primary Servicer Errors and Omissions Insurance Policy": As defined
in Section 5.3(a) hereof.                                                       

      "Primary Servicer Fidelity Bond": As defined in Section 5.3(a)
hereof.                                                                         

     "Primary Servicer Form 8-K Information Report": As defined in
Section 5.13(c)(i) hereof.                                                      

      "Primary Servicer Form 10-D Information Report": As defined in
Section 5.13(c)(ii) hereof.                                                     

      "Primary Servicer Form 10-K Information Report": As defined in
Section 5.13(c)(iii) hereof.                                                    

           "Primary Servicer Servicing Documents": (a) a copy of the documents
contained in the Mortgage File for the Mortgage Loans and A/B Mortgage Loans and
(b) all other servicing documents and records in possession of Primary Servicer 
that relate to or are used for the servicing of the Mortgage Loans and A/B      
Mortgage Loans and that are not required to be part of the applicable Mortgage  
File.                                                                           

    "Primary Servicing Fee": For each calendar month, as to each
Mortgage Loan and each B Note, the portion of the Primary Servicing Fee Rate    
applicable to such month                                                        

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(determined in the same manner as the applicable Mortgage Rate is determined for
such Mortgage Loan for such month) multiplied by the Scheduled Principal Balance
of such Mortgage Loan (or the Principal Balance in the case of each B Note)     
immediately before the Due Date occurring in such month, but prorated for the   
number of days during the calendar month for such Mortgage Loan for which       
interest actually accrues on such Mortgage Loan and only from collections on    
such Mortgage Loan.                                                             

            "Primary Servicing Fee Rate": A rate of 0.01% per annum with respect
to each Mortgage Loan.                                                          

           "Primary Servicing Officer": Any officer or employee of the Primary
Servicer involved in, or responsible for, the administration and servicing of   
the Mortgage Loans and A/B Mortgage Loans whose name and specimen signature     
appear on a list of servicing officers or employees furnished to the Master     
Servicer by the Primary Servicer and signed by an officer of the Primary        
Servicer, as such list may from time to time be amended.                        

       "Primary Servicing Termination Date": As defined in Section 6.2
hereof.                                                                         

 "Property Inspection Description": The description of the
obligations of the Primary Servicer with respect to inspection of the Mortgaged 
Properties for each of the Mortgage Loans and the A/B Mortgage Loans as more    
particularly described in Section 2.1(d) hereof and Exhibit B-3.                

       "Reconciliation Certification Date": As defined in Section 5.12
hereof.                                                                         

          "Regulations": The rules, regulations and policy statements of the
SEC as in effect from time to time.                                             

   "Requirements List": As defined in the Post Closing Matters
Description in Exhibit B-2.                                                     

"SEC": The Securities and Exchange Commission.          

           "Services": Those activities to be provided by the Primary Servicer
for the Servicing of the Mortgage Loans and the A/B Mortgage Loans pursuant to  
the provisions of this Agreement.                                               

           "Servicing": With respect to any Mortgage Loan and any A/B Mortgage
Loan, the right and obligation of the Primary Servicer to administer such       
Mortgage Loan and any A/B Mortgage Loan in accordance with the provisions       
hereof.                                                                         

          "Servicing Documents": The Master Servicer Servicing Documents and
Primary Servicer Servicing Documents.                                           

       "Servicing Standard": With respect to the Primary Servicer, the
Primary Servicer shall service and administer the Mortgage Loans and the A/B    
Mortgage Loans that it is obligated to service and administer pursuant to this  
Agreement on behalf of the Master Servicer and in the best interests of and for 
the benefit of the Certificateholders and, with respect to each B Note, the     

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holder(s) of each such B Note (as determined by the Primary Servicer in its good
faith and reasonable judgment), in accordance with applicable law, the terms of 
this Agreement and the terms of the respective Mortgage Loans and A/B Mortgage  
Loans and, to the extent consistent with the foregoing, further as follows:     

          (a) with the same care, skill and diligence as is normal and usual
in its general mortgage servicing and REO property management activities on     
behalf of third parties or on behalf of itself, whichever is higher, with       
respect to mortgage loans and REO properties that are comparable to those for   
which it is responsible hereunder; and                                          

          (b) with a view to the timely collection of all scheduled payments
of principal and interest under the Mortgage Loans and A/B Mortgage Loans;      

          and without regard to: (I) any other relationship that the Primary
Servicer, or any Affiliate thereof, may have with the related Mortgagor; (II)   
the ownership of any Certificate or B Note by the Primary Servicer, or any      
Affiliate thereof; (III) the Master Servicer's obligation to make Advances; and 
(IV) the right of the Primary Servicer (or any Affiliate thereof) to receive    
reimbursement of costs, or the sufficiency of any compensation payable to it,   
hereunder or with respect to any particular transaction; provided, however, that
in no event shall the foregoing standards be less than the applicable provisions
of the Servicing Standard set forth in the Pooling and Servicing Agreement and  
with respect to an A/B Mortgage Loan, the servicing standards set forth in the  
related A/B Intercreditor Agreement.                                            

         "Significant Leases": A Lease at a Mortgaged Property covering or
proposed to cover more than the greater of either (a) 20,000 net rentable square
feet or (b) twenty percent (20%) of the net rentable square footage of the      
Mortgaged Property.                                                             

            "Significant Obligor": A "significant obligor" within the meaning of
Item 1101(k) of Regulation AB.                                                  

         "SNDA": A Subordination, Non-Disturbance and Attornment Agreement
with respect to a Lease on a form customarily used by Primary Servicer with     
respect to Mortgaged Properties of similar type and consistent with the         
Servicing Standard.                                                             

      "Special Servicer": Centerline Servicing Inc. or any successor
thereto as special servicer under the Pooling and Servicing Agreement.          

       "Successor Primary Servicer": The Person selected by the Master
Servicer upon the termination of the Primary Servicer resulting from any Primary
Servicer Default, if any, who shall thereafter perform the Services with respect
to the Mortgage Loans and the A/B Mortgage Loans; provided, that the Master     
Servicer shall perform all Services with respect to the Mortgage Loans and the  
A/B Mortgage Loans until such Person, if any, is selected.                      

         "Task Description": The outline description of the obligations of
the Primary Servicer and Master Servicer with respect to the Mortgage Loans and 
the A/B Mortgage Loans as set forth in Exhibit B-4 attached to this Agreement.  

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            "TOP26 Trust": The trust established under the Pooling and Servicing
Agreement.                                                                      

     "Trustee": LaSalle Bank National Association or any successor
thereto as trustee under the Pooling and Servicing Agreement.                   

 ARTICLE II.

 PRIMARY SERVICING

 Section 2.1 Primary Servicing From the Closing Date until the Primary
Servicing Termination Date, Master Servicer hereby authorizes and directs       
Primary Servicer to service each Mortgage Loan and each A/B Mortgage Loan as    
primary servicer on behalf of and at the direction of the Master Servicer as    
provided in this Agreement. The Services shall consist of the following:        

(a) Primary Servicer shall perform all tasks and responsibilities   
   necessary to meet the requirements under the Task Description, the Post
   Closing Matters Description, the Payment and Collection Description and
    the Payment and Mortgage Loan Status Reports, in each case in accordance
  with the terms of this Agreement and, with respect to each B Note, the
 terms of the related A/B Intercreditor Agreement, and in a manner not
   inconsistent with the Pooling and Servicing Agreement. Primary Servicer
     shall also perform the obligations to which it has expressly agreed under
     the Pooling and Servicing Agreement and the Master Servicer's obligations
    set forth in Sections 2.1(c), 2.1(d), that portion of 5.1(g) relating to
     the Escrow Status Report, 8.11(i), if applicable, and 8.14 of the Pooling
and Servicing Agreement relating to Annual Statement and Rent Roll  
    Reporting with respect to the Mortgage Loans and the A/B Mortgage Loans.

   (b) Master Servicer and Primary Servicer agree and acknowledge that the
Task Description is a chart that enumerates a list of tasks and the 
     general allocation of responsibility of servicing obligations between the
 Master Servicer and the Primary Servicer for such tasks, and the Post
    Closing Matters Description sets forth a specific method for classifying
  post closing requests of a Mortgagor and allocating responsibility for
      handling such requests based upon such classification. Master Servicer and
    Primary Servicer have made efforts to reconcile the Task Description and
Post Closing Matters Description.                                   

  (c) Without limiting the foregoing, Primary Servicer shall collect and
remit payments on the Mortgage Loans and the A/B Mortgage Loans in  
    accordance with the Payment and Collection Description. For the purposes
of this Agreement, the "Payment and Collection Description" shall   
     encompass all of the following responsibilities and obligations set forth
 in the following subsections (i) through (viii) and subsection (xii):

       (i) On or prior to the Closing Date, the Primary Servicer shall
            establish a Primary Servicer Collection Account, and give the Master
    Servicer prior written notice of the name and address of the
        depository institution at which such Primary Servicer Collection
            Account is maintained and the account number of the Primary Servicer
         Collection Account. Primary Servicer may direct the investment of
           funds on deposit in the Primary Servicer Collection Account subject
            to and in accordance with the criteria and requirements set forth in
       the applicable A/B Intercreditor Agreement, as they relate to a
          particular B Note and those set forth in the Pooling and Servicing
           Agreement relating to the Collection Account established thereunder
(construed as if the Primary Servicer Collection Account

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       were such Collection Account), including without limitation the
          obligation, if any, to deposit into such account the amount of any
   investment losses to the extent required in the Pooling and
          Servicing Agreement and, with respect to each B Note, the terms of
the related A/B Intercreditor Agreement.                

        (ii) The Primary Servicer shall make efforts consistent with the
       Servicing Standard to collect all monthly payments of principal
         (including without limitation Balloon Payments) and interest with
            respect to the Mortgage Loans and the A/B Mortgage Loans (except for
     payments due on or prior to the Cut-Off Date), as well as any
          required Principal Prepayments, Prepayment Premiums, late charges,
       Insurance Proceeds, Condemnation Proceeds and any and all other
           amounts due from the Mortgagor or a third party with respect to the
         Mortgage Loans pursuant to the Loan Documents; provided, however,
           that with respect to any payments that are required under the terms
        of the applicable loan documents to be made directly to a Person
       other than the holder of the related Mortgage Loan, the Primary
            Servicer shall use efforts consistent with the Servicing Standard to
cause such payments to be made.                         

           (iii) The Primary Servicer shall deposit all such payments received
           with respect to each A/B Mortgage Loan and each Mortgage Loan (less
         any related Aggregate Servicing Fee and any other payments due to
           Primary Servicer under this Agreement with respect to such Mortgage
           Loan) into the Primary Servicer Collection Account on or before the
            next Business Day after receiving each such payment. With respect to
        funds deposited into the Primary Servicer Collection Account for
          each A/B Mortgage Loan, on or before the end of the third Business
      Day after the Primary Servicer receives such funds the Primary
          Servicer shall determine, in accordance with the provisions of the
           applicable A/B Intercreditor Agreement, the amount (if any) of such
           funds required to be paid to the holder of the related B Note (less
            any primary servicing fee or other fee, if any, agreed to be paid by
         the holder of such B Note to the Primary Servicer pursuant to the
         applicable A/B Intercreditor Agreement or other agreement between
            the Primary Servicer and such B Note holder, together with any other
         payments related to such B Note, which are payable to the Primary
            Servicer). Such amounts shall be paid to each holder of a B Note, at
          the times and in the manner required pursuant to the provisions of
the applicable A/B Intercreditor Agreement.             

     (iv) Subject to the previous subsection, and after making the
            determination of the amount required to be paid to the holder of the
            B Note, the Primary Servicer shall remit to the Master Servicer from
    the Primary Servicer Collection Account, by wire transfer of
          immediately available funds, all funds in such account (other than
          income and earnings on such account), and shall not withdraw funds
            therefrom for any other purpose, except to withdraw amounts required
    to be paid to the holder of the B Note and any other amounts
      deposited therein by error, as follows: (1) in the case of any
        payments received and collected during a Collection Period on or
         before the Determination Date for such Collection Period, Primary
          Servicer shall remit such payments on such Determination Date; and
         (2) in the case of any payments received and collected by Primary
         Servicer after the Determination Date for such Collection Period,
            Primary Servicer shall remit all such payments on the first Business
Day following receipt of the amount of any              

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           such payments; provided, however, that notwithstanding any contrary
  provision of clause (1) or clause (2) all of the following
provisions shall apply:                                 

           (1) in the case of any payment received on a Determination Date for
      a Collection Period, Primary Servicer shall (i) provide Master
            Servicer with immediate notice of Primary Servicer's receipt of such
            payment and (ii) shall use its reasonable best efforts to remit such
          payment to Master Servicer on the date of receipt and in any event
           shall remit such payment to Master Servicer within one Business Day
          following receipt (and Primary Servicer shall in any event provide
          Master Servicer with immediate notice of Primary Servicer becoming
            aware that any Principal Prepayment is to be made on a Determination
Date);                                                  

    (2) any Scheduled Payment due during a Collection Period but
          received after the end of such Collection Period shall be remitted
     by Primary Servicer within one Business Day following Primary
Servicer's receipt of such Scheduled Payment;           

           (3) Primary Servicer shall use its reasonable best efforts to remit
            to Master Servicer on the date of receipt of, and in any event shall
          remit to Master Servicer within one Business Day following receipt
          of, any unscheduled payments or Balloon Payments that would result
in a Prepayment Interest Shortfall; and                 

            (4) any Scheduled Payment received and collected during a Collection
     Period, but due on a Due Date occurring after the end of such
          Collection Period, shall be remitted on the Determination Date for
the Collection Period in which such Due Date occurs.    

          (v) In the event any payments received by Primary Servicer becomes
            NSF after the monies associated with that payment have been remitted
           to the Master Servicer, the Master Servicer will return such moneys
           to Primary Servicer by wire transfer in immediately available funds
           within one Business Day of notice from the Primary Servicer. If the
           Primary Servicer fails to remit to the Master Servicer when due the
          total pool remittance required to be remitted under this Agreement
   (whether or not such failure constitutes a Primary Servicer
            Default), then interest shall accrue on the amount of the total pool
            remittance and the Primary Servicer shall promptly pay such interest
        to the Master Servicer, at a per annum rate equal to the Advance
          Rate from and including the date when such remittance was required
            to be made to but excluding the day when such remittance is actually
  made. If the Primary Servicer fails to remit a single loan
           remittance more than five (5) days after the single loan remittance
           was received by the Primary Servicer, then interest shall accrue on
          the amount of such single loan remittance and the Primary Servicer
         shall promptly pay such interest to the Master Servicer, at a per
        annum rate equal to the Advance Rate from and including the date
         when such remittance was required to be made to but excluding the
date when such remittance is actually made.             

        (vi) With respect to escrow or reserve payments as listed on the
      Task Description, the Primary Servicer shall collect escrow or
           reserve amounts with respect to the Mortgage Loans and A/B Mortgage
       Loans, and shall deposit such funds in an escrow account, which
      shall be an Eligible Account, and shall maintain, disburse and
            account for such funds as provided in the Task Description, for real
      estate taxes, insurance and reserves, and escrows for repairs,

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            replacements, principal and interest payments and lease payments and
            any other matters specified in any agreement in which funds are held
        at the time, and in the manner and for the purposes as otherwise
            required or delineated in the Loan Documents and with respect to the
      Master Servicer under the Pooling and Servicing Agreement. The
           Primary Servicer may direct the investment of such funds subject to
         and in accordance with the criteria and requirements set forth in
        the Pooling and Servicing Agreement relating to Escrow Accounts,
       including without limitation the obligation to deposit into the
        Escrow Account the amount of any investment losses to the extent
         required in the Pooling and Servicing Agreement. Primary Servicer
       shall have the benefit and shall retain all interest and income
    earned on the Escrow Accounts for the Mortgage Loans and A/B
Mortgage Loans that is not paid to Mortgagors.          

     (vii) Primary Servicer shall submit the following Payment and
           Mortgage Loan Status Reports, in each case, in the form attached as
            Exhibit B-1 and at the time specified in the succeeding sentences of
    this sub-section (vii): (1) a remittance report for payments
            received on Mortgage Loans and A/B Mortgage Loans; (2) a delinquency
           report; (3) a real estate tax delinquency report which may be based
       upon information provided by Primary Servicer's real estate tax
          service (if any) if engaged in accordance with Article VII of this
     Agreement; (4) an insurance monitoring report; (5) a UCC form
       monitoring report; and (6) the Day One Report. Primary Servicer
          shall submit the Payment and Mortgage Loan Status Report described
           by clause (1) above by electronic mail on each day that payments or
            funds are remitted to the Master Servicer pursuant to Section 2.1(c)
        of this Agreement. Primary Servicer shall submit the Payment and
    Mortgage Loan Status Report described by clause (2) above by
           electronic mail, monthly no later than the tenth (10th) day of each
       month for the previous month. Primary Servicer shall submit the
          Payment and Mortgage Loan Status Reports described by clauses (3),
     (4) and (5) above by electronic mail, quarterly no later than
           January 15, April 15, July 15 and October 15 for the previous above
            quarter. Primary Servicer shall submit the Payment and Mortgage Loan
       Status Report described by clause (6) above by electronic mail,
            monthly no later than the first (1st) day of each month in which the
           applicable Distribution Date occurs for the then current Collection
        Period. If the day on which any Payment and Mortgage Loan Status
        Report is otherwise due as described above does not constitute a
      Business Day, then such report shall be due on the immediately
succeeding Business Day.                                

   (viii) Master Servicer and Primary Servicer hereby allocate
         responsibility for completing the CMSA Investor Reporting Package
     for the Mortgage Loans and the A/B Mortgage Loans as follows:

        (1) Master Servicer shall complete all fields and aspects of the
         CMSA Loan Setup File that are available from the Final Prospectus
       Supplement. Upon completing all of such fields, Master Servicer
         shall forward the CMSA Loan Setup File for the Mortgage Loans and
         the A/B Mortgage Loans to Primary Servicer who shall complete the
       fields and aspects of the CMSA Loan Setup File for the Mortgage
        Loans and the A/B Mortgage Loans that are not available from the
     Final Prospectus Supplement and return to Master Servicer the
completed                                               

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        CMSA Loan Setup File for the Mortgage Loans and the A/B Mortgage
       Loans within five (5) Business Days of receiving such file from
        Master Servicer. Master Servicer shall deliver a CMSA Loan Setup
       File to Primary Servicer (a) for the Mortgage Loans and the A/B
       Mortgage Loans only; (b) in electronic form; (c) using an Excel
        file; and (d) with all fields in the same order as the CMSA Loan
         Setup File. Primary Servicer and Master Servicer acknowledge that
           delivery of the CMSA Loan Setup File is to commence with the Report
Date in [_____] 2007.                                   

            (2) Commencing in the applicable "Month of Initial Report" set forth
        opposite each report described below, the Primary Servicer shall
            complete such report at the frequency set forth opposite such report
         below and deliver such report to the Master Servicer at or before
          the time described opposite such report below (and with respect to
          an A/B Mortgage Loan, deliver any additional reports to the holder
          of the related B Note which may be required to be delivered to the
           holder of such B Note, at such times as may be required pursuant to
the applicable A/B Intercreditor Agreement):            

Description of                                          

Report Month of                                         

Initial                                                 

Report Frequency                                        

of                                                      

Report Time of Required                                 

Delivery to the                                         

Master Servicer                                         

        CMSA Property File June 2007 Monthly 10th Business Day for prior
      month but in no event later than the Business Day prior to the
Report Date in such month.                              

        Operating Statement Analysis Report, CMSA Financial File and NOI
      Adjustment Worksheet June 2007 for year-end 2006 Annually With
           respect to each calendar year, beginning in 2007 for year-end 2006,
            the earlier of (i) 30 days after receipt of the underlying operating
statements from the borrower or (ii) June 1.            

          CMSA Loan Level Reserve/LOC Report June 2007 Monthly 10th Business
       Day for prior month but in no event later than the Business Day
prior to the Report Date in such month.                 

        CMSA Servicer Watch List June 2007 Monthly 10th Business Day for
            prior month but in no event later than the Business Day prior to the
Report Date in such month.                              

       CMSA Comparative Financial Status Report June 2007 Monthly 10th
            Business Day for prior month but in no event later than the Business
Day prior to the Report Date in such month              

        Quarterly Operating Statement Analysis Report and CMSA Quarterly
        Financial File July 2007 Quarterly, but with respect to only the
    first three calendar quarters in each year With respect to a
           calendar quarter, within 95 days following the end of such calendar
       quarter (commencing with the quarter ending on March 31, 2007).

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         (3) The Master Servicer shall have the responsibility to complete
            and deliver the following reports in accordance with the Pooling and
            Servicing Agreement: CMSA Loan Setup File, CMSA Loan Periodic Update
         File; CMSA Delinquent Loan Status Report; CMSA REO Status Report;
    CMSA Historical Loan Modification Report and CMSA Historical
Liquidation Report.                                     

     (4) Notwithstanding the foregoing: (a) Primary Servicer shall
   reasonably cooperate to provide to Master Servicer specific
          information or data in Primary Servicer's possession and necessary
           to complete a report for which Master Servicer is responsible, upon
           the written request of Master Servicer; and (b) the Master Servicer
     shall reasonably cooperate to provide to the Primary Servicer
            specific information or data in the Master Servicer's possession, as
          may be requested in writing by the Primary Servicer, to enable the
          Primary Servicer to prepare and deliver to each holder of a B Note
           any reports or notices required to be delivered to each such holder
     of a B Note, pursuant to the provisions of the applicable A/B
Intercreditor Agreement.                                

           (5) Notwithstanding the definitions of various CMSA reports in this
            Agreement that directly link such reports to a form attached as part
          of Exhibit W and Exhibit X to the Pooling and Servicing Agreement,
            Master Servicer shall be entitled to amend the forms of such reports
         that Primary Servicer must deliver under this Agreement, provided
           that (a) the Commercial Mortgage Securities Association has amended
           the applicable reports and published such amendments as its revised
          form on its website; (b) Master Servicer gives Primary Servicer no
      less than one hundred twenty (120) days notice of any required
   amendments or revisions to a report prior to their becoming
            effective as the form of report to deliver under this Agreement; and
     (c) any such amendments or revisions (either singly or in the
         aggregate) shall not impose undue additional burden or costs upon
            Primary Servicer to collect, format, calculate or report information
to Master Servicer.                                     

    (6) All Operating Statement Analysis Reports, NOI Adjustment
           Worksheets, financial statements, rent rolls, and budgets delivered
            by the Primary Servicer to the Master Servicer pursuant hereto shall
    be labeled according to the Centerline Naming Convention for
Electronic File Delivery.                               

      (ix) Master Servicer and Primary Servicer have made efforts to
  reconcile the Task Description, the Payment and Collection
        Description and Payment and Mortgage Loan Status Reports. In the
          event of any conflict between (1) the Task Description and (2) the
        Payment and Collection Description and Payment and Mortgage Loan
       Status Reports, then the Payment and Collection Description and
Payment and Mortgage Loan Status Reports shall govern.  

            (x) The Primary Servicer shall be responsible for the calculation of
            any and all Prepayment Premiums payable under each Mortgage Loan and
each A/B Mortgage Loan.                                 

        (xi) Within thirty (30) days following the Closing Date, Primary
          Servicer shall deliver to Master Servicer a report listing the tax
parcels coinciding with the Mortgaged Properties.       

    (xii) All amounts collected by the Primary Servicer during a
          Collection Period with respect to the A/B Mortgage Loan, which are
payable to the holder of the                            

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      applicable B Note pursuant to the provisions of the applicable
         Intercreditor Agreement, shall be paid by the Primary Servicer to
  such B Note holder no later than three Business Days after
        collection of such funds. In the event that the Primary Servicer
        determines (in its sole discretion) that in order to confirm the
            amount to be disbursed to a B Note holder pursuant to the provisions
         of the A/B Intercreditor Agreement, the Primary Servicer requires
        information from the Master Servicer, the Primary Servicer shall
          have the right, within three Business Days after collection of the
           funds at issue, to deliver to the Master Servicer a written request
   for such information. The Master Servicer shall provide the
            information requested, to the extent that such information is in the
         possession of the Master Servicer or involves a calculation to be
      made by the Master Servicer on the basis of information in the
            possession of the Master Servicer, no later than three Business Days
         after the Master Servicer receives the Primary Servicer's written
        request, and the Primary Servicer shall make the disbursement at
          issue to the B Note holder no later than three Business Days after
      it receives the information from the Master Servicer needed to
       confirm the disbursement at issue. In the event that the Master
            Servicer determines (in its sole discretion) that it is necessary or
      desirable to direct the Primary Servicer as to how to allocate
         amounts collected for an A/B Mortgage Loan between the holders of
    the related Mortgage Loan and its related B Note, the Master
          Servicer shall have the right, no later than the end of the second
            Business Day after each of the A/B Mortgage Loan's scheduled monthly
           payment dates, to deliver a written direction notice to the Primary
   Servicer. The Primary Servicer shall comply with the Master
    Servicer's directions, absent a disagreement (which shall be
    promptly communicated in writing to the Master Servicer) and
            addressed by the Master Servicer and the Primary Servicer within the
          time frames set forth in this Section 2.1(c)(xii). If there is any
         disagreement between the Master Servicer and the Primary Servicer
         with respect to the allocation of funds on the A/B Mortgage Loan,
            then the Master Servicer and the Primary Servicer shall consult with
    each other in good faith but the determination of the Master
           Servicer shall control and no consultation shall extend in duration
         beyond the date reasonably necessary for allocations, remittances
          and reporting to be timely made to the holders of the A Note and B
      Note. In the event that collection responsibilities for an A/B
      Mortgage Loan are transferred from the Primary Servicer to the
      Master Servicer or Special Servicer pursuant to the applicable
            provisions of this Agreement or the Pooling and Servicing Agreement,
            all amounts that are collected by the Master Servicer or the Special
           Servicer, as applicable, during a Collection Period with respect to
   such A/B Mortgage Loan and are payable to the holder of the
       applicable B Note pursuant to the provisions of the related A/B
           Intercreditor Agreement shall be remitted by the Master Servicer to
      such B Note holder no later than three Business Days after the
      collection of such funds, notwithstanding any provision of the
            applicable A/B Intercreditor Agreement that may provide the Servicer
           with a longer period of time to remit such collected funds to the B
      Note holder (except that if the related Mortgaged Property has
            become an REO Property, then the funds on deposit in the related REO
            Account related to such REO Property shall be remitted to the Master
Servicer by the Special Servicer as                     

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      and to the extent otherwise provided in Section 9.14(b) of the
          Pooling and Servicing Agreement and then, to the extent remittable
           to the holder of the applicable B Note, shall be so remitted on the
next succeeding Master Servicer Remittance Date).       

           (d) Commencing in the year 2008, Primary Servicer shall inspect, or
       cause to be inspected, each of the Mortgaged Properties for the
            Mortgage Loans and the A/B Mortgage Loans in accordance with Section
      8.17 of the Pooling and Servicing Agreement and, promptly upon
           completion of such inspection, shall deliver to Master Servicer and
            with respect to an A/B Mortgage Loan, to the holder of the related B
          Note, if required by the applicable A/B Intercreditor Agreement, a
      property inspection report in the form attached as Exhibit B-3
            ("Property Inspection Description"). Each property inspection report
  delivered by the Primary Servicer shall be imaged with the
  Centerline Naming Convention for Electronic File Delivery.

           Master Servicer and Primary Servicer have made efforts to reconcile
            the Task Description and the Property Inspection Description. In the
          event of any conflict between (1) the Task Description and (2) the
     Property Inspection Description, then the Property Inspection
Description shall govern.                               

         (e) Primary Servicer shall promptly notify the Master Servicer of
        any significant events affecting any one or more of the Mortgage
           Loans and A/B Mortgage Loans, the related Mortgagors or the related
         Mortgaged Properties which become known to Primary Servicer or of
     which the Primary Servicer receives notice, such as a payment
          default, a bankruptcy, a judicial lien or casualty or condemnation
      event, and the Primary Servicer shall also promptly advise the
       Master Servicer of all material collection and customer service
         issues and, promptly following any request therefor by the Master
         Servicer, shall furnish to the Master Servicer with copies of any
          correspondence or other documents in the possession of the Primary
           Servicer related to any such matter. The Primary Servicer shall use
            reasonable efforts to promptly notify the Master Servicer as soon as
           the Primary Servicer (exercising good faith and reasonable judgment
         in accordance with the Servicing Standard) becomes aware that any
            Servicing Advance will be required (or may reasonably be expected to
            be required) to be made with respect to any Mortgage Loan or any A/B
           Mortgage Loan under the standards imposed on the Master Servicer by
the Pooling and Servicing Agreement.                    

       (f) Within 30 days following the Closing Date, Primary Servicer
           shall deliver to Master Servicer for each of its Mortgage Loans and
          A/B Mortgage Loans to be included in the Escrow Status Report, the
         deadline or expiration date contained in the applicable escrow or
           reserve agreement for completing the specific immediate engineering
  work, completion of additional construction, environmental
        remediation or similar one-time projects for which such Mortgage
           Loan or A/B Mortgage Loan is to appear in the Escrow Status Report.

          (g) In addition, the Primary Servicer shall deliver or cause to be
   delivered to Master Servicer any and all information as may
      reasonably be necessary for the Master Servicer to perform its
     obligations under Section 8.3(i) of the Pooling and Servicing
         Agreement (to the extent related to the Mortgage Loans and/or A/B

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      Mortgage Loans); provided, however, that in the event that the
Primary Servicer has sent a notice to a ground lessor as
        contemplated by such Section 8.3(i) of the Pooling and Servicing
        Agreement, the delivery to the Master Servicer of a copy of such
         notice shall satisfy the Primary Servicer's obligation under this
section with respect to such ground lease.              

       (h) Primary Servicer shall perform all other obligations of the
Primary Servicer as set forth herein.                   

          Primary Servicer and the Master Servicer agree that, in connection
      with the performance of its obligations hereunder, the Primary
           Servicer shall be entitled to request from the Master Servicer, and
 the Master Servicer agrees that it shall provide, express
    instructions for the completion of any of the Services to be
     performed or completed by the Primary Servicer, to the extent
            necessary to clarify any ambiguities in the terms of this Agreement.
          The Master Servicer further agrees that the Primary Servicer shall
           be entitled to rely upon any such written instructions. The Primary
            Servicer and the Master Servicer, respectively, shall perform all of
       their respective obligations as allocated and set forth in this
            Agreement, and it is understood that the Primary Servicer shall have
            no obligations with respect to the primary servicing of the Mortgage
          Loans and the A/B Mortgage Loans, except as specifically set forth
in this Agreement.                                      

Section 2.2 Standard of Care The Primary Servicer shall perform all 
Services on behalf of the Master Servicer in accordance with the terms of this  
Agreement and the Servicing Standard and in a manner consistent with the        
applicable provisions of the Pooling and Servicing Agreement and with respect to
an A/B Mortgage Loan, the applicable provisions of the related A/B Intercreditor
Agreement.                                                                      

  Section 2.3 Compensation and Other Payments to the Primary Servicer As
consideration for the Primary Servicer's performance of the Services hereunder: 
(a), the Primary Servicer shall be entitled to deduct the Aggregate Servicing   
Fee in accordance with Section 2.1(c)(iii) of this Agreement, with respect to   
the related Collection Period for each Mortgage Loan for which a payment was    
received by the Master Servicer or forwarded to the Master Servicer by the      
Primary Servicer; and (b) with respect to each A/B Mortgage Loan, the Primary   
Servicer shall be entitled to deduct any Primary Servicing Fee or other fee     
payable to the Primary Servicer as may be agreed to by the holder of the related
B Note, from each payment received by the Primary Servicer and which is         
allocable to such holder of the related B Note, all in accordance with the      
provisions of Section 2.1 of this Agreement. Notwithstanding the foregoing,     
Primary Servicer shall not be entitled to a Primary Servicing Fee with respect  
to any Mortgage Loan (other than an A/B Mortgage Loan) for which a Servicing    
Transfer Event has occurred (unless such Mortgage Loan becomes a Rehabilitated  
Mortgage Loan) or with respect to which the Primary Servicer has been terminated
as Primary Servicer under this Agreement and the Pooling and Servicing          
Agreement.                                                                      

    The Primary Servicer shall retain all rights to the Excess Servicing Fee
for all Mortgage Loans, even if (a) any Mortgage Loan or Mortgage Loans become  
Specially Serviced Mortgage Loans; (b) Primary Servicer's servicing is          
terminated with respect to particular Mortgage Loans or (c) Primary Servicer is 
in default, is terminated or resigns under this Agreement. If Primary Servicer  
is unable to deduct the Excess Servicing Fee in accordance with Section         
2.1(c)(iii) because it no longer services a Mortgage Loan or Mortgage Loans or  
for any other reason (other than transfer or assignment of the rights to the    
Excess Servicing Fee), then Master Servicer (and                                

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any successor) shall cause the Excess Servicing Fee to be paid on the Mortgage  
Loans to Primary Servicer monthly in accordance with the terms of the Pooling   
and Servicing Agreement.                                                        

     The Primary Servicer shall have the benefit and shall retain all interest
and income earned on the Primary Servicer Collection Account for the Mortgage   
Loans and the A/B Mortgage Loans. If Primary Servicer is terminated under this  
Agreement, it shall be entitled to collect all such interest and income that    
accrues through the date of termination. If a Mortgage Loan or an A/B Mortgage  
Loan becomes a Specially Serviced Mortgage Loan, Primary Servicer shall be      
entitled to collect all such interest and income that accrues through the date  
of the applicable Servicing Transfer Event. The right to retain such interest   
and income shall resume if such Mortgage Loan or an A/B Mortgage Loan becomes a 
Rehabilitated Mortgage Loan.                                                    

      The Primary Servicer shall also be entitled to retain the fees or portions
of fees set forth in the Post Closing Matters Description. Except as            
specifically provided in this Agreement, the Primary Servicer shall not be      
entitled to receive any default interest or late fees collected from the        
Borrower, and the Primary Servicer shall promptly, upon collection of such      
amounts, forward such interest and fees to the Master Servicer in accordance    
with the Payment and Collection Description. Primary Servicer may waive the     
right to collect a fee or portion of a fee to which it is entitled under this   
Agreement but may not waive or otherwise affect the rights of other parties to  
any other fees or portions of fees to which Primary Servicer is not entitled.   

The Primary Servicer shall be required to pay out of its own funds, 
without reimbursement, all overhead and general and administrative expenses     
incurred by it in connection with its servicing activities hereunder, including 
costs for office space, office equipment, supplies and related expenses,        
employee salaries and related expenses and similar internal costs and expenses, 
and Primary Servicer shall be required to pay all expenses that it incurs in the
administration of this Agreement (but not those incurred at the direction or    
request of Master Servicer or a third party which direction or request requires 
the performance of a task or obligation not contemplated of Primary Servicer    
under this Agreement) and shall not be entitled to reimbursement of such costs  
and expenses, except (1) as may be specifically provided in this Agreement or   
(2) to the extent expenses are reimbursable by a Mortgagor under the applicable 
Loan Documents and the Mortgagor makes such reimbursement.                      

Section 2.4 Primary Servicer Representations and Warranties (a) The 
Primary Servicer hereby makes for the benefit of the Master Servicer the same   
representations and warranties as are made by the Master Servicer under Section 
8.20 of the Pooling and Servicing Agreement; provided, however, that (i)        
references therein to the Master Servicer shall be deemed references to the     
Primary Servicer and references to the Trustee shall be deemed references to the
Master Servicer and (ii) in lieu of the representation described in the first   
clause of Section 8.20(a)(i) of the Pooling and Servicing Agreement, the Primary
Servicer represents that the Primary Servicer is duly organized, validly        
existing and in good standing as a corporation under the laws of the            
jurisdiction of its organization. Primary Servicer further represents that since
origination of each Mortgage Loan and A/B Mortgage Loan, Primary Servicer has   
serviced each of the Mortgage Loans and A/B Mortgage Loans in accordance with   
its terms.                                                                      

(b) The Primary Servicer hereby makes for the benefit of the Master Servicer the
same representations and warranties as are made by the Primary Servicer to the  
Depositor under Section 1.02 of that certain Indemnification Agreement, dated   
April 5, 2007, between the Primary Servicer, the Depositor and the Underwriter. 

ARTICLE III.

 DOCUMENTS AND OTHER MATTERS

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   Section 3.1 Segregation of Mortgage Loan Documents The Primary Servicer
shall segregate the Primary Servicer Servicing Documents related to the Mortgage
Loans and the A/B Mortgage Loans from all other assets of the Primary Servicer  
and, upon request, forward to the Master Servicer copies of such documents or   
originals of such documents if in the possession of Primary Servicer and not    
part of the Mortgage File forwarded to the Trustee. The Primary Servicer        
acknowledges that any letter of credit held by it shall be held in its capacity 
as agent of the Trust, and if the Primary Servicer sells its rights to service  
the applicable Mortgage Loan or A/B Mortgage Loan, the Primary Servicer shall   
assign the applicable letter of credit to the Trust or at the direction of the  
Special Servicer to such party as the Special Servicer may instruct, and the    
Primary Servicer shall indemnify the Trust for any loss caused by the           
ineffectiveness of such assignment.                                             

 Section 3.2 Access to Documents; Provision of Certain Information The
Primary Servicer shall make available to the Master Servicer or any Successor   
Primary Servicer, at a reasonable time, such information as the Master Servicer 
or such Successor Primary Servicer shall reasonably request in writing and shall
make available to the Master Servicer or any Successor Primary Servicer or      
Persons designated by the Master Servicer or such Successor Primary Servicer    
such documents as the Master Servicer shall reasonably request in writing. The  
Master Servicer shall make available to the Primary Servicer, at a reasonable   
time, such information as the Primary Servicer shall reasonably request in      
writing in connection with the performance of the Services and, subject to the  
terms and conditions of Section 8.15 of the Pooling and Servicing Agreement,    
shall make available to the Primary Servicer or Persons designated by the       
Primary Servicer such documents related to the Mortgage Loan and the A/B        
Mortgage Loans and the Servicing of the Mortgage Loans and the A/B Mortgage     
Loans as the Primary Servicer shall reasonably request in writing.              

 ARTICLE IV.

MASTER SERVICER ASSISTANCE

Section 4.1 Master Servicer Assistance                              

(a) The Master Servicer shall make reasonable efforts to do any and all things  
reasonably requested by the Primary Servicer to enable the Primary Servicer to  
render the Services, including, without limitation, delivering to the Trustee   
any receipts or other documentation that the Trustee may require to allow it to 
release any Mortgage Files or documents contained therein or acquired in respect
thereof requested by the Primary Servicer. Notwithstanding any other provision  
of this Agreement to the contrary and any other notwithstanding provisions in   
this Agreement (including any contrary provision of Exhibit B-2), the Primary   
Servicer shall do any and all things reasonably requested by the Master Servicer
to enable the Master Servicer to comply with its obligations under the Pooling  
and Servicing Agreement. Before the Master Servicer releases all or any portion 
of any Mortgage File or document contained therein or acquired in respect       
thereof to the Primary Servicer, the Master Servicer may require the Primary    
Servicer to execute a receipt therefor or, in the event of a Mortgage Loan or an
A/B Mortgage Loan that has been repaid in full, a certificate with respect to   
the payment in full of the related Mortgage Loan or A/B Mortgage Loan.          

(b) If required in connection with the provision of the Services, the Master    
Servicer shall furnish, or cause to be furnished, to the Primary Servicer, upon 
request, any powers of attorney of the Master Servicer or the Trustee,          
empowering the Primary Servicer to take such actions as it determines to be     
reasonably necessary to comply with its Servicing duties hereunder or to enable 
the Primary Servicer to service and administer such Mortgage Loans and A/B      
Mortgage Loans                                                                  

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and carry out its duties hereunder, in each case in accordance with the         
Servicing Standard and the terms of this Agreement. The Primary Servicer hereby 
agrees to indemnify the Master Servicer and the Trustee from any loss, damage,  
expense or claim relating to misuse or wrongful use of any such power of        
attorney.                                                                       

    Section 4.2 Specially Serviced Mortgage Loans The Primary Servicer shall
promptly notify the Master Servicer and Special Servicer with respect to        
Specially Serviced Mortgage Loans of any questions, complaints, legal notices,  
or other communications relating to the foreclosure or default of such loans or 
bankruptcy proceedings of a Mortgagor that are received by the Primary Servicer 
and with respect to such Mortgage Loan or A/B Mortgage Loan such other matters  
as would, consistent with the Servicing Standard, require notification to the   
owner or the servicer of the Mortgage Loan or A/B Mortgage Loan. The Master     
Servicer shall notify the Primary Servicer of any Specially Serviced Mortgage   
Loan becoming a Rehabilitated Mortgage Loan promptly following the Master       
Servicer's receipt of notice to such effect from the Special Servicer and shall 
provide Primary Servicer with all relevant documents received during the time   
that the relevant Mortgage Loan or A/B Mortgage Loan was a Specially Serviced   
Mortgage Loan following the Master Servicer's receipt of such documents from the
Special Servicer. Upon the request of Primary Servicer, Master Servicer shall   
request from the Special Servicer all such relevant documents with respect to a 
Rehabilitated Mortgage Loan. Notwithstanding anything contained herein to the   
contrary, the Primary Servicer shall not without the Trustee's written consent: 
(i) initiate any action, suit or proceeding solely under the Trustee's name     
without indicating the Primary Servicer's representative capacity, or (ii)      
knowingly take any action that causes the Trustee to be registered to do        
business in any state, provided, however, that the preceding clause (i) shall   
not apply to the initiation of actions relating to a Mortgage Loan that the     
Primary Servicer is servicing pursuant to its duties herein (in which case the  
Primary Servicer shall give three (3) Business Days prior notice to the Trustee 
of the initiation of such action).                                              

ARTICLE V.

 ADDITIONAL PRIMARY SERVICER COVENANTS

     Section 5.1 Notice of Litigation With respect to any Mortgage Loan or A/B
Mortgage Loan as to which litigation is instituted, the Primary Servicer, if    
aware of such litigation, shall notify the Master Servicer immediately as to the
status of the litigation related to such Mortgage Loan or A/B Mortgage Loan and 
shall, when reasonably required or requested by the Master Servicer, provide to 
the Master Servicer copies of all pertinent information in the Primary          
Servicer's possession related to such litigation, including, without limitation,
copies of related Servicing Documents.                                          

   Section 5.2 No Personal Solicitation The Primary Servicer hereby agrees
that it will not knowingly take any action or cause any action to be taken by   
any of its agents or Affiliates, or independent contractors or working on its   
behalf, to personally, by telephone or mail, solicit the prepayment of any      
Mortgage Loan or A/B Mortgage Loan by any Mortgagor. Primary Servicer agrees not
to forward to any Mortgagor or other obligors under a Mortgage Loan or A/B      
Mortgage Loan, any correspondence or documents between Master Servicer and      
Primary Servicer regarding a Post Closing Request (except the Requirements List 
(as defined in Exhibit B-2(c)) without the consent of the Master Servicer or    
Special Servicer (acting in its sole discretion), unless required by law.       

   Section 5.3 Fidelity Bond and Errors and Omissions Insurance Policy (a)
The Primary Servicer, at its own expense, shall maintain in effect a fidelity   
bond (the "Primary Servicer                                                     

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Fidelity Bond") and an errors and omissions policy (the "Primary Servicer Errors
and Omissions Insurance Policy") with a Qualified Insurer, naming the Master    
Servicer as loss payee, affording coverage for all directors, officers and      
employees. The Primary Servicer Errors and Omissions Insurance Policy and       
Primary Servicer Fidelity Bond shall be in such form and amount that would      
satisfy the same requirements for such policies as the Master Servicer must     
satisfy as set forth in Section 8.2 of the Pooling and Servicing Agreement.     
Notwithstanding any other provisions of this Agreement, the Primary Servicer    
shall be permitted to self-insure with respect to its obligations to maintain   
the Primary Servicer Fidelity Bond and a Primary Servicer Errors and Omissions  
Policy to the extent the Master Servicer is permitted under Section 8.2 of the  
Pooling and Servicing Agreement (construed as if the references therein to the  
Master Servicer were instead references to the Primary Servicer). The Primary   
Servicer shall furnish to the Master Servicer, not later than thirty (30) days  
after the Closing Date, evidence of the Primary Servicer's compliance with this 
Section 5.3(a).                                                                 

(b) The Primary Servicer shall promptly report in writing to the Master Servicer
any material adverse changes that may occur in the Primary Servicer Fidelity    
Bond or the Primary Servicer Errors and Omissions Insurance Policy and shall    
furnish to the Master Servicer upon written request copies of all binders and   
policies or certificates evidencing that such bond and insurance policy are in  
full force and effect. The Primary Servicer shall promptly report in writing to 
the Master Servicer all cases of embezzlement or fraud or irregularities of     
operation relating to the servicing of the Mortgage Loans and of the A/B        
Mortgage Loan by the Primary Servicer and its employees, officers, directors,   
agents and representatives if such events involve funds relating to the Mortgage
Loans and the A/B Mortgage Loan. The total of such losses, regardless of whether
claims are filed with the applicable insurer or surety, shall be disclosed in   
such reports together with the amount of such losses covered by insurance. If a 
bond or insurance claim report is filed with any of the Primary Servicer's      
bonding companies or insurers relating to the Mortgage Loans or the A/B Mortgage
Loans or the servicing thereof, a copy of such report (which report may omit any
references to individuals suspected of such embezzlement, fraud or              
irregularities of operation) shall be promptly furnished to the Master Servicer.

Section 5.4 Primary Servicer's Financial Statements and Related     
Information The Primary Servicer shall deliver to the Master Servicer, within   
120 days after the end of its fiscal year, a copy of its annual financial       
statements, such financial statements to be audited if then customarily audited,
and with respect to any unaudited financial statements provided by the Primary  
Servicer, which financial statements shall be certified by the Primary          
Servicer's chief financial officer to be true, correct and complete. The Primary
Servicer shall notify the Master Servicer, as of the Closing Date, of the       
Primary Servicer's fiscal year and shall notify the Master Servicer promptly    
after any change thereof.                                                       

     Section 5.5 No Advancing Under no circumstance shall the Primary Servicer
make or have an obligation to make any Advances.                                

      Section 5.6 REMIC Compliance The Primary Servicer shall comply with all of
the obligations otherwise imposed on the Master Servicer under Article XII of   
the Pooling and Servicing Agreement insofar as such obligations relate to the   
Mortgage Loans and/or the A/B Mortgage Loans.                                   

      Section 5.7 Inspection Rights The Primary Servicer shall afford the Master
Servicer and the Trustee, upon reasonable notice and during normal business     
hours, reasonable access to all records, information, books and documentation   
regarding the applicable Mortgage Loans and the A/B Mortgage Loans, and all     
accounts, insurance policies and other relevant matters relating                

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to this Agreement, and access to Primary Servicing Officers of the Primary      
Servicer responsible for its obligations hereunder. Without limiting the        
preceding sentence, Master Servicer may visit the offices of Primary Servicer no
more than once annually for the purpose of reviewing Primary Servicer's         
compliance with this Agreement upon reasonable notice and during normal business
hours, and Primary Servicer shall reasonably cooperate with Master Servicer to  
provide Master Servicer with the information that Master Servicer reasonably    
requests to permit such review. Primary Servicer shall reimburse Master Servicer
for its reasonable and actual travel expenses incurred in connection with such  
review in an amount not to exceed $5,000 annually in total for this Agreement   
and all similar commercial mortgage loan servicing agreements in place between  
Primary Servicer and Master Servicer. Primary Servicer shall have no obligation 
to provide access to non-public information not pertaining to the Mortgage Loans
or the A/B Mortgage Loans or to proprietary information relating to Primary     
Servicer.                                                                       

Section 5.8 Authorized Officer Primary Servicer shall provide Master
Servicer promptly with a written list of authorized Servicing Officers of       
Primary Servicer, which may be amended from time to time by written notice from 
Primary Servicer to Master Servicer; provided, however, that such list shall    
denote one principal Servicing Officer responsible for the Primary Servicer's   
obligations under this Agreement.                                               

Section 5.9 Additional Reports Primary Servicer shall produce such  
additional written reports with respect to the Mortgage Loans and the A/B       
Mortgage Loans as the Master Servicer may from time to time reasonably request  
in accordance with the Servicing Standard and shall reasonably cooperate with   
Master Servicer to aid Master Servicer in its obligations to produce additional 
reports and respond to inquiries under the Pooling and Servicing Agreement.     

Section 5.10 Prepayment Interest Shortfalls and Excesses (a) For any
Mortgage Loan, Primary Servicer shall require Principal Prepayments to be made  
so as not to cause a Prepayment Interest Shortfall. If the Loan Documents of a  
related Mortgage Loan do not allow Primary Servicer to require Principal        
Prepayments (or condition acceptance of Principal Prepayments) on a date that   
will avoid a Prepayment Interest Shortfall ("Non-Mandatory Prepayment Date      
Mortgage Loan"), then the Primary Servicer shall pay to Master Servicer on the  
date specified in Section 2.1(c)(iv) of this Agreement, in addition to all other
amounts due for such Principal Prepayment, an amount payable by the Primary     
Servicer from its own funds without reimbursement therefor equal to any         
Prepayment Interest Shortfall that results from such Principal Prepayment (for  
the avoidance of doubt, no such reimbursement shall be required with respect to 
any B Notes); provided, however, that for all Principal Prepayments received    
during any Collection Period with respect to Non-Mandatory Prepayment Date      
Mortgage Loans, the Primary Servicer shall in no event be required to remit an  
amount greater than the amount of the Primary Servicing Fees for such Collection
Period, plus any investment income earned on the amount prepaid prior to the    
related Distribution Date.                                                      

(b) If the Mandatory Prepayment Date Assumption proves to be inaccurate as to   
any Mortgage Loan and, as a direct consequence of that inaccuracy, the Master   
Servicer is required to make a payment of Compensating Interest on any Master   
Servicer Remittance Date pursuant to Section 8.10(c) of the Pooling and         
Servicing Agreement in respect of Prepayment Interest Shortfalls arising on that
Mortgage Loan during the then most recently ended Collection Period, the Primary
Servicer shall reimburse the Master Servicer the amount of such Compensating    
Interest payment attributable to that Mortgage Loan promptly following request  
therefor by the Master Servicer (for the avoidance of doubt, no such            
reimbursement shall be required with respect to any B Note). The amount of      
damages, if any, due and owing from the Primary                                 

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Servicer under the PCFII Servicing Rights Purchase Agreement with respect to an 
inaccuracy of the Mandatory Prepayment Date Assumption shall be reduced by the  
amount of any Compensating Interest paid by the Primary Servicer hereunder with 
respect to the applicable Mortgage Loan. For the avoidance of doubt, no such    
reimbursement shall be required to be made in connection with Prepayment        
Interest Shortfalls resulting from involuntary Principal Prepayments except to  
the extent the Primary Servicer did not apply the proceeds of such involuntary  
Principal Prepayments in accordance with the terms of the related Mortgage Loan 
documents.                                                                      

(c) If any Principal Prepayment on any Mortgage Loan results in a Prepayment    
Interest Excess, then Primary Servicer shall remit such Principal Prepayment and
accompanying collections as required under Section 2.1 and Master Servicer      
shall, on the Master Servicer Remittance Date immediately following the         
remittance of the Principal Prepayment by the Primary Servicer to the Master    
Servicer, remit to Primary Servicer a pro rata portion (based upon all          
Prepayment Interest Excesses remitted to Master Servicer by all Primary         
Servicers (as defined in the Pooling and Servicing Agreement) with respect to   
such Collection Period) of the amount by which the amount of the Prepayment     
Interest Excesses for such Collection Period exceed all Prepayment Interest     
Shortfalls (excluding, with respect to all of the Primary Servicers, any        
Prepayment Interest Shortfalls of the type described in clause (b) above) for   
such Collection Period with respect to any of the mortgage loans (whether or not
the subject of this Agreement) that are serviced under the Pooling and Servicing
Agreement (except that if the aggregate pro rata portion owed to Primary        
Servicer during any Collection Period as a result of such calculation exceeds   
$20,000, Master Servicer shall remit to Primary Servicer such pro rata portion  
no later than three (3) Business Days prior to the Distribution Date for the    
applicable Collection Period).                                                  

      Section 5.11 Consents Primary Servicer shall (a) obtain the consent of the
Special Servicer with respect to assignments and assumptions of Mortgage Loans  
or A/B Mortgage Loans in accordance and subject to the terms of Section         
A.1(c)(ii) of Exhibit B-2(c) of this Agreement and Section 8.7 of the Pooling   
and Servicing Agreement; (b) obtain the consent of the Master Servicer with     
respect to the defeasance of Mortgage Loans in accordance with and subject to   
the terms of Section A.1(c)(i) of Exhibit B-2(c) of this Agreement; (c) obtain  
the consent of the Special Servicer with respect to additional liens, monetary  
encumbrances and mezzanine financings in accordance with and subject to the     
terms of Section A.1(c)(iii) of Exhibit B-2(c) of this Agreement and Section 8.7
of the Pooling and Servicing Agreement; (d) notify Master Servicer of any       
Materiality Determination, which shall thereafter be handled in accordance with 
Sections A.1(a) and (c)(iv) of Exhibit B-2(c) of this Agreement; and (e) with   
respect to an A/B Mortgage Loan, if required by the related A/B Intercreditor   
Agreement, obtain the consent of the holder of the related B Note for those     
actions which require the consent of such B Note holder.                        

  Section 5.12 Quarterly Servicing Accounts Reconciliation Certification
Primary Servicer shall execute and deliver to Master Servicer a certification   
substantially in the form set forth in Exhibit D hereto no later than the 25th  
calendar day of each January, April, July and October, commencing in July 2007  
(the date of such delivery, in each case, a "Reconciliation Certification       
Date"), with respect to the three consecutive calendar months immediately       
preceding the calendar month in which such Reconciliation Certification Date    
falls.                                                                          

Section 5.13 Exchange Act Reports; Annual Compliance Documents      

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            (a) Regulation AB Compliance. The Primary Servicer shall comply with
the reporting and certification requirements required to be complied with by a  
"Reporting Servicer", a "Sub-Servicer", a "Servicing Function Participant" or an
"Additional Servicer" under Article XIII of the Pooling and Servicing Agreement 
(whether or not the Primary Servicer's activities satisfy the percentage        
requirement set forth in the definition of "Servicing Function Participant"     
under the Pooling and Servicing Agreement (or, implicitly, in the definitions of
"Reporting Servicer" or "Sub-Servicer" under the Pooling and Servicing          
Agreement) or the definitional requirements of "Additional Servicer" under the  
Pooling and Servicing Agreement). The parties acknowledge the entitlement       
granted to the Master Servicer and the Primary Servicer under the Pooling and   
Servicing Agreement to conclusively assume that there is no "significant        
obligor" other than a party identified as such in the Prospectus Supplement. The
Primary Servicer shall be entitled to rely on such provisions of the Pooling and
Servicing Agreement and such acknowledgements for purposes of its duties under  
this Section 5.13.                                                              

            (b) General Reporting Obligations. The Primary Servicer shall comply
from time to time with the reporting and certification requirements set forth in
Section 5.13(c) with respect to each ABS Issuing Entity. For such purpose,      
Section 5.13(c) shall be construed separately in relation to each ABS Issuing   
Entity. If any mortgage loan serviced hereunder is not initially held by the    
TOP26 Trust, then any ABS Issuing Entity to which such mortgage loan may        
subsequently be transferred shall be recognized as an ABS Issuing Entity for    
purposes of this Section from and after the effective date set forth in a notice
of such transfer delivered to the Primary Servicer, which notice sets forth the 
name of the ABS Issuing Entity, the name and address of the depositor for such  
ABS Issuing Entity, the name and address of the trustee for such ABS Issuing    
Entity, the name and address of any paying agent and/or certificate             
administrator for such ABS Issuing Entity that is not the same person as the    
trustee for such ABS Issuing Entity and the name and address of the applicable  
master servicer for such ABS Issuing Entity. In no event shall such an effective
date occur earlier than the date that is five (5) Business Days following the   
delivery of such notice.                                                        

            For example and not as a limitation of the preceding paragraph, if a
hypothetical promissory note designated "Note A-1" and a hypothetical promissory
note designated "Note A-2" are secured by the same mortgaged property, such     
"Note A-1" is held by the TOP26 Trust and such "Note A-2" is held by a different
commercial mortgage trust, then (i) one set of the reports required hereunder   
must be prepared and delivered with respect to the trust that holds such "Note  
A-1" and a second set of the reports required hereunder must be prepared and    
delivered with respect to the trust that holds such "Note A-2", (ii) for        
purposes of measuring percentages of pool assets, the first set of reports must 
reflect (where applicable) a measurement of percentages of pool assets by       
reference to the pool of assets held by the trust that holds such "Note A-1" and
the second set of reports must reflect (where applicable) a measurement of      
percentages of pool assets by reference to the pool of assets held by the trust 
that holds such "Note A-2" and (iii) references in the succeeding provisions of 
this Section to the "ABS Issuing Entity" shall mean, for purposes of the first  
set of reports, the trust that holds such "Note A-1" and, for purposes of the   
second set of reports, the trust that holds such "Note A-2".                    

           (c) Certain Reports, Certifications and Compliance Information. The
Primary Servicer shall comply with the following provisions:                    

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         (i) Form 8-K Information. With respect to each ABS Issuing Entity
(for so long as it is subject to Exchange Act reporting requirements), not later
than the date set forth in Section 13.7 of the Pooling and Servicing Agreement  
with respect to any event described below of which the Primary Servicer becomes 
aware, the Primary Servicer shall deliver to the Depositor or other Applicable  
Depositor (with a copy to the Master Servicer) a report (a "Primary Servicer    
Form 8-K Information Report") setting forth all of the information regarding    
such event that is required to be included in a Current Report on Form 8-K      
("Form 8-K") under the Exchange Act, to the extent that the Primary Servicer is 
required to deliver such information under Article XIII of the Pooling and      
Servicing Agreement.                                                            

           (ii) Form 10-D Information. With respect to each ABS Issuing Entity
and each Distribution Date (for so long as such ABS Issuing Entity is subject to
Exchange Act reporting requirements), not later than the date (in each month)   
set forth in Section 13.4 of the Pooling and Servicing Agreement, the Primary   
Servicer shall deliver to the Depositor or other Applicable Depositor (with a   
copy to the Master Servicer) a report (a "Primary Servicer Form 10-D Information
Report") setting forth all of the information that is required to be included in
the Asset-Backed Issuer Distribution Report on Form 10-D ("Form 10-D") under the
Exchange Act relating to the Distribution Date occurring in such month, to the  
extent that the Primary Servicer is required to deliver such information under  
Article XIII of the Pooling and Servicing Agreement.                            

 (iii) Form 10-K Information (Other than Annual Compliance
Information). With respect to each ABS Issuing Entity (for so long as it is     
subject to Exchange Act reporting requirements), not later than the date in each
month set forth in Section 13.5 of the Pooling and Servicing Agreement, the     
Primary Servicer shall deliver to the Depositor or other Applicable Depositor   
(with a copy to the Master Servicer) a report (a "Primary Servicer Form 10-K    
Information Report") setting forth all of the information (other than a report  
regarding its assessment of compliance, a report by a registered public         
accounting firm that attests to and reports on such assessment report and a     
statement of compliance, which reports and statements shall be governed by      
subsection (c)(iv)) that is required to be included in an Annual Report on Form 
10-K (a "Form 10-K") under the Exchange Act relating to the most recently ended 
calendar year, to the extent that the Primary Servicer is required to deliver   
such information under Article XIII of the Pooling and Servicing Agreement.     

    (iv) Annual Compliance Information. Not later than the fifth
Business Day prior to the date when the Primary Servicer is required to deliver 
such reports and statement under the Pooling and Servicing Agreement, the       
Primary Servicer shall deliver to the Master Servicer the following reports and 
statement:                                                                      

    (A) a report regarding its assessment of compliance with the
servicing criteria specified in Item 1122(d) of Regulation AB, as of and for the
period ending the end of the prior calendar year, with respect to asset-backed  
securities transactions taken as a whole that are backed by the same asset type 
as that included in the ABS Issuing Entity, which report of assessment shall or 
would conform to the criteria set forth in Item 1122(a) and Item 1122(c)(1) of  
Regulation AB;                                                                  

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            (B) a report by a registered public accounting firm that attests to,
and reports on, the assessment described in the preceding clause (A), which     
report shall be made in a manner that conform or would conform to the standards 
for attestation engagements issued or adopted by the Public Company Accounting  
Oversight Board and shall or would conform to the requirements of Item 1122(b)  
and Item 1122(c)(1) of Regulation AB; and                                       

          (C) a statement of compliance from the Primary Servicer that shall
or would comply with Item 1123 of Regulation AB, and signed by an authorized    
officer of the Primary Servicer, to the effect that: (a) a review of the Primary
Servicer's activities during the then most-recently ended calendar year and of  
its performance under this Agreement has been made under such officer's         
supervision and (b) to the best of such officer's knowledge, based on such      
review, the servicer has fulfilled all of its obligations under this Agreement  
in all material respects throughout the then most-recently ended calendar year  
or, if there has been a failure to fulfill any such obligation in any material  
respect, specifying each such failure known to such officer and the nature and  
status thereof.                                                                 

          (v) Sarbanes-Oxley Back-Up Certification. Not later than the fifth
Business Day prior to the date when the Primary Servicer is required to deliver 
such backup certification under the Pooling and Servicing Agreement, the Primary
Servicer shall execute and deliver to the Master Servicer a backup              
certification, which shall be substantially in the form attached as Exhibit CC-1
to the Pooling and Servicing Agreement in support of any certification          
obligation to which the Master Servicer, the depositor for the ABS Issuing      
Entity, the trustee for the ABS Issuing Entity, the master servicer for the ABS 
Issuing Entity (if other than the Master Servicer) or other similar party is    
subject under the governing agreement for the ABS Issuing Entity in connection  
with the certification requirements of the Sarbanes-Oxley Act of 2002, as       
amended, and Rule 302 of the Regulations with respect to the mortgage loans     
serviced by the Primary Servicer under this Agreement.                          

(d) [Reserved.]                                         

            (e) Forms of Reports. Each report and certification delivered by the
Primary Servicer shall appear under a cover substantially in the form attached  
hereto as Exhibit E. Each report, certification and statement that is delivered 
or rendered by the Primary Servicer itself shall be signed by an officer of the 
Primary Servicer responsible for reviewing the activities performed by the      
Primary Servicer under this Agreement. Each report delivered by the Primary     
Servicer that contains Primary Servicer Form 8-K Reporting Information, Primary 
Servicer Form 10-D Reporting Information or Primary Servicer Form 10-K Reporting
Information shall appear in the same form that a Form 8-K, Form 10-D or Form    
10-K is required to appear under the Regulations, except that such report shall:

           (i) omit the cover page that would be required under the applicable
form under the Regulations (but the report shall nonetheless appear under a     
cover substantially in the form attached hereto as Exhibit E, as contemplated   
above); and                                                                     

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            (ii) omit to comply with the signature requirements that would apply
under the applicable form under the Regulations (but the report shall           
nonetheless be signed by an officer of the Primary Servicer responsible for     
reviewing the activities performed by the Primary Servicer under this Agreement,
as contemplated above, and shall contain a statement to the effect that the     
report is submitted in connection with the reporting obligations associated with
the ABS Issuing Entity under the Exchange Act).                                 

            In no event shall any statement or legend (whether such statement or
legend is included in, accompanies or is referred to in a report or             
certification hereunder) that purports to disclaim liability for any report or  
certification, or any portion thereof, have any force or effect to the extent   
that such limitation on liability would not be given effect under the Securities
Act, the Exchange Act or the Regulations if a similar statement or legend were  
made by or on behalf of the ABS Issuing Entity, the Master Servicer or the      
Depositor in a report or certification filed with the SEC or otherwise pursuant 
to the Regulations. The preceding statement shall not be construed to allow any 
limitation on liability that is not otherwise contemplated under this Section.  

          (f) Reliance on Information. For purposes of its obligations under
this Section, the Primary Servicer shall be entitled to rely on the following   
information to the extent that such information relates to mortgage loans that  
are not serviced under this Agreement: (i) the final prospectus supplement      
prepared by the Depositor with respect to the offering of the securities issued 
by the ABS Issuing Entity and (ii) any reports delivered from time to time by   
the Master Servicer, the master servicer for the ABS Issuing Entity (if such    
party is not the Master Servicer), the trustee for the ABS Issuing Entity and/or
the paying agent, certificate administrator or other similar party for the ABS  
Issuing Entity.                                                                 

            (g) Servicing Transfers. Notwithstanding any resignation, removal or
termination of the Primary Servicer, or any assignment of the obligations of the
Primary Servicer, pursuant to the other provisions of this Agreement, the       
Primary Servicer shall remain obligated to comply from time to time with the    
reporting and certification obligations that would have been applicable under   
subsection (c) in the absence of such resignation, removal, termination or      
assignment, but only to the extent related to the time period prior to the      
effective date of such resignation, removal termination or assignment. Without  
limiting the generality of the preceding statement, if the Primary Servicer     
voluntarily assigns its obligations under this Agreement pursuant to the other  
provisions of this Agreement (or with the consent of the Master Servicer), then 
the successor Primary Servicer shall be obligated to cause the predecessor      
Primary Servicer to perform the surviving reporting and certification           
obligations set forth above and the failure to do so will constitute an "event  
of default" on the part of the successor Primary Servicer.                      

       (h) Acknowledgments. The parties acknowledge that the terms and
conditions of this Agreement may result in the commencement of one or more      
reporting and/or certification obligations on a date that is subsequent to the  
date of this Agreement. The parties acknowledge that the provisions of this     
Section shall not be construed to require the Primary Servicer to sign any Form 
8-K, Form 10-D or Form 10-K to be filed with respect to the ABS                 

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Issuing Entity with the SEC (except to the extent, if any, that the Regulations 
require such signature).                                                        

       (i) Certain Determinations. Insofar as the determination of any
reporting or certification obligation hereunder depends on an interpretation of 
the Securities Act, the Exchange Act or the Regulations, then, as between the   
Primary Servicer on the one hand, and the Master Servicer on the other, the     
determination of the Master Servicer, as set forth in a written notice to the   
Primary Servicer, shall be conclusive and binding in the absence of manifest    
error, and, for the purposes of this Agreement, the Primary Servicer shall be   
entitled to rely on any such determination. If the Primary Servicer initiates   
legal proceedings asserting an interpretation that differs from any such        
determination of the Master Servicer, as set forth in a written notice to the   
Primary Servicer, the Primary Servicer shall comply with such determination of  
the Master Servicer unless and until a final, nonappealable judgment is rendered
in connection with such proceedings, in which case such final, nonappealable    
judgment shall control. If the Primary Servicer receives notice of              
interpretations hereunder from the Master Servicer that conflict with each      
other, the Primary Servicer shall promptly notify the Master Servicer, in which 
case the Primary Servicer shall comply with the interpretation described in the 
applicable written notice from the Master Servicer.                             

            (j) Specific Regulatory Determinations. Notwithstanding any contrary
provisions set forth in this Agreement, if the SEC or its staff issues any      
order, no-action letter or staff interpretation that relates specifically to    
asset-backed securities issuers or transactions established by the Applicable   
Depositor and/or its affiliates or specifically to the applicable ABS Issuing   
Entity, then, subject to the immediately succeeding sentence, the Primary       
Servicer shall comply with such order, no-action letter or staff interpretation 
insofar as such order, no-action letter or staff interpretation, or the         
interpretations reflected therein, does or would (if implemented) affect the    
reporting and certification obligations of the Primary Servicer hereunder. The  
compliance obligation otherwise described in the preceding sentence shall not be
required unless there shall have been delivered to the Primary Servicer a notice
of such order, no-action letter or staff interpretation, which notice attaches a
copy of the applicable order, no-action letter or staff interpretation or       
relevant excerpts thereof.                                                      

(k) [Reserved.]                                         

     (l) No Delegation. The Primary Servicer shall not delegate or
subcontract any of its duties under this Section 5.13 under any circumstances,  
notwithstanding any provisions of this Agreement that otherwise authorizes the  
Primary Servicer to delegate its obligations under this Agreement.              

          (m) Disclosure. The Primary Servicer hereby consents to the filing
with the SEC, and the unrestricted disclosure to the public, of this Agreement, 
any amendment to this Agreement and any and all reports and certifications      
delivered under this Agreement.                                                 

     (n) Changes in Law. In the event that the Securities Act, the
Exchange Act or the Regulations are amended to impose additional or more        
stringent reporting and/or certification                                        

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obligations with respect to the ABS Issuing Entity, which additional or more    
stringent reporting and/or certification obligations are not otherwise effective
pursuant to the other provisions of this Agreement, the parties hereto shall    
negotiate in good faith for an amendment to this Section 5.13 to result in      
compliance with such law or regulation as so amended. In the event that the     
Securities Act, the Exchange Act or the Regulations are amended to reduce       
reporting and/or certification obligations with respect to the ABS Issuing      
Entity, the parties hereto shall negotiate in good faith for an amendment to    
this Section 5.13 to result in compliance with such law or regulation as so     
amended.                                                                        

 ARTICLE VI.

PRIMARY SERVICER DEFAULT; TERMINATION;
POST-TERMINATION OBLIGATIONS

   Section 6.1 Primary Servicer Default Each of the following events shall
constitute a "Primary Servicer Default" hereunder:                              

(a) any failure by the Primary Servicer to remit to the Master Servicer when due
any amount required to be remitted under this Agreement; or                     

(b) except in the case of Section 6.1(c), any failure by the Primary Servicer   
duly to observe or perform in any material respect any of the covenants or      
agreements on the part of the Primary Servicer contained in this Agreement,     
which failure continues unremedied for a period of twenty-five (25) days after  
the date on which written notice of such failure, requiring the same to be      
remedied, shall have been given by the Master Servicer to Primary Servicer;     
provided, however, that to the extent the Master Servicer determines in its     
reasonable discretion that the Primary Servicer is in good faith attempting to  
remedy such failure and the Certificateholders and holders of any B Note shall  
not be materially and adversely affected thereby, such cure period may be       
extended to the extent necessary to permit the Primary Servicer to cure such    
failure; provided, however, that such cure period may not exceed sixty (60)     
days; and provided, further, that if such failure to observe or perform on the  
part of the Primary Servicer would result in an Event of Default (or an event   
that with notice or the passage of time would constitute such an Event of       
Default) by the Master Servicer under the Pooling and Servicing Agreement or    
applicable A/B Intercreditor Agreement, then the cure periods described in this 
Section 6.1(b) shall not apply; or                                              

(c) any breach of the representations and warranties made pursuant to Section   
2.4(b) hereof or any failure by the Primary Servicer to comply with one or more 
provisions of Section 5.13 or clause (d) of Article VII; provided, however, that
all of the following provisions shall apply:                                    

(A) to the extent the Master Servicer determines, in its reasonable 
      discretion, following consultation with the Applicable Depositor, that the
      Primary Servicer is in good faith attempting to remedy such failure and no
   Certification Party will be materially and adversely affected by giving
the Primary Servicer an opportunity to cure such failure, the Master
    Servicer may, following consultation with the Applicable Depositor, give
the Primary Servicer such opportunity;                              

      (B) the period of time to cure such failure may not exceed three (3) days;

      (C) no such cure period shall apply if such failure to perform on the part
of the Primary Servicer would result in either failure by the Master
     Servicer (or the master servicer in an Other Securitization) to submit to
      the Depositor (or another Applicable Depositor, as applicable), or failure
by the Depositor (or another Applicable Depositor) to               

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submit to the SEC, timely, complete and accurate reports of the type
described in Article XIII of the Pooling and Servicing Agreement;   

(D) unless the Master Servicer otherwise consents, the cure period  
     described in this Section 6.1(c) shall end on the earlier of (I) the date
on which the Master Servicer has delivered (or would be required to 
    deliver) a report or certification to the Applicable Depositor or to the
   SEC, which report is or would be inaccurate, incomplete or unable to be
     rendered as a result of such failure of the Primary Servicer and (II) the
      date on which the Applicable Depositor has delivered (or would be required
      to deliver) a report or certification to the SEC, which report is or would
  be inaccurate, incomplete or unable to be rendered as a result of such
failure of the Primary Servicer; and                                

      (E) if, following the Primary Servicer's failure to comply with any of its
obligations under Section 5.13(c)(i), 5.13(c)(ii), 5.13(c)(iii),    
      5.13(c)(iv)(A), 5.13(c)(iv)(B) or 5.13(c)(iv)(C) hereof on or prior to the
   dates by which such obligations are to be performed pursuant to, and as
set forth in, such Sections, (x) the Primary Servicer subsequently  
   complies with such obligations before the Master Servicer gives written
   notice to the Primary Servicer that it is terminated in accordance with
      this Section 6.1(c) and Section 6.2, (y) the Primary Servicer's failure to
  comply does not cause termination of the Master Servicer under Section
    8.28(a)(xi) and Section 8.29 of the Pooling and Servicing Agreement, (z)
    the Primary Servicer's failure to comply does not cause the Paying Agent
     to fail in its obligations to timely file the related Form 8-K, Form 10-D
      or Form 10-K, as the case may be, by the related 8-K Filing Deadline, 10-D
     Filing Deadline or 10-K Filing Deadline, then such failure of the Primary
    Servicer to so comply shall cease to be a Primary Servicer Default under
     this Section 6.1(c) on the date on which such Form 8-K, Form 10-D or Form
10-K is so filed; or                                                

 (d) any breach of the representations and warranties made pursuant to
    Section 2.4(a) hereof that materially and adversely affects the interest
of the Master Servicer and that continues unremedied for a period of
twenty-five (25) days after the date on which written notice of such
   breach, requiring the same to be remedied, shall have been given by the
      Master Servicer to Primary Servicer; provided, however, that to the extent
the Master Servicer determines in its reasonable discretion that the
      Primary Servicer is in good faith attempting to remedy such breach and the
    Certificateholders and holders of any B Note shall not be materially and
      adversely affected thereby, such cure period may be extended to the extent
   necessary to permit the Primary Servicer to cure such breach; provided,
however, that such cure period may not exceed sixty (60) days; and  
 provided, further, that if such failure to perform on the part of the
  Primary Servicer results in an Event of Default (or an event that with
    notice or the passage of time would constitute such an Event of Default)
by the Master Servicer under the Pooling and Servicing Agreement or 
      applicable A/B Intercreditor Agreement, then the cure periods described in
this Section 6.1(c) shall not apply; or                             

  (e) any Rating Agency shall qualify, lower or withdraw the outstanding
 rating of any Class of Certificates because the prospective financial
    condition or mortgage loan servicing capacity of the Primary Servicer is
insufficient to maintain such rating; or                            

      (f) a decree or order of a court or agency or supervisory authority having
    jurisdiction in the premises in an involuntary case under any present or
 future federal or state bankruptcy, insolvency or similar law for the
  appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt,       

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    marshalling of assets and liabilities or similar proceedings, or for the
     winding-up or liquidation of its affairs, shall have been entered against
      the Primary Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or                

(g) the Primary Servicer shall consent to the appointment of a      
 conservator, receiver, liquidator, trustee or similar official in any
   bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings or of or relating to all or      
substantially all of its property; or                               

    (h) the Primary Servicer shall admit in writing its inability to pay its
    debts generally as they become due, file a petition to take advantage of
    any applicable bankruptcy, insolvency or reorganization statute, make an
    assignment for the benefit of its creditors, voluntarily suspend payment
  of its obligations, or take any corporate action in furtherance of the
foregoing; or                                                       

     (i) any other event caused by the Primary Servicer which creates an Event
of Default (or an event that with notice or the passage time would  
    constitute or result in such an Event of Default) of the Master Servicer
   under the Pooling and Servicing Agreement or under an A/B Intercreditor
Agreement;                                                          

     (j) if Primary Servicer becomes or serves as Master Servicer at any time,
 any failure by the Primary Servicer duly to observe or perform in any
  material respect any of the covenants or agreements of Master Servicer
   under the Pooling and Servicing Agreement or under an A/B Intercreditor
  Agreement, which failure continues unremedied beyond the expiration of
applicable cure periods; or                                         

(k) the Primary Servicer shall fail to terminate any sub-servicer   
     appointed by it that is a Reporting Servicer subject to and in accordance
     with Section 8.4(c) of the Pooling and Servicing Agreement; provided that
      the Depositor may waive any such Event of Default under this clause (k) in
its sole discretion.                                                

Primary Servicer agrees to give prompt written notice to the Master 
    Servicer and the Depositor (and any other Applicable Depositor) upon the
occurrence of any Primary Servicer Default.                         

Section 6.2 Termination The obligations and responsibilities of the 
Primary Servicer as created hereby (other than as expressly provided
    herein) shall terminate upon the earliest to occur of (i) the receipt by
the Primary Servicer of the Master Servicer's written notice of such
termination delivered at the Master Servicer's option following the 
occurrence of a Primary Servicer Default other than as described in 
Section 6.1(c), (ii) the occurrence of a Primary Servicer Default   
   described in Section 6.1(c) and (iii) the later of the final payment or
   other liquidation of (x) the last Mortgage Loan or (y) the A/B Mortgage
Loan (the "Primary Servicing Termination Date"). From and after the 
Primary Servicing Termination Date, the Primary Servicer shall, if  
   applicable, continue to cooperate in the transfer of primary servicing,
    including the delivery of files and transfer of accounts as contemplated
hereby but shall have no further obligations under this Agreement.  

Without limiting the foregoing, the Primary Servicer agrees that the
rights and duties of the Master Servicer under this Agreement, the Pooling and  
Servicing Agreement and each A/B Intercreditor Agreement may be assumed by a    
successor Master Servicer or the Trustee upon a termination of the Master       
Servicer's servicing rights pursuant to the Pooling and Servicing Agreement.    

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Primary Servicer's rights and obligations shall expressly survive a 
termination of Master Servicer's servicing rights pursuant to the Pooling and   
Servicing Agreement (except a termination of Master Servicer caused by a Primary
Servicer Default). In the event of such a termination, any successor Master     
Servicer or the Trustee (if it assumes the servicing obligations of the Master  
Servicer) shall be deemed to automatically have assumed and agreed to this      
Agreement without further action upon becoming the successor Master Servicer.   

Upon the request of Primary Servicer, Master Servicer shall confirm to Primary  
Servicer in writing that this Agreement remains in full force and effect. Upon  
the request of Primary Servicer, the successor Master Servicer or Trustee, as   
applicable, shall confirm to Primary Servicer in writing that this Agreement    
remains in full force and effect. Upon the request of the successor Master      
Servicer or Trustee, Primary Servicer shall confirm to the successor Master     
Servicer or Trustee, as applicable, in writing that this Agreement remains in   
full force and effect.                                                          

(b) The Master Servicer's reimbursement obligations to the Primary Servicer     
hereunder shall survive the Primary Servicing Termination Date, but only to the 
extent such reimbursement relates to a period prior to the termination of all of
the Primary Servicer's obligations hereunder.                                   

(c) The rights of Master Servicer to terminate Primary Servicer upon the        
occurrence of a Primary Servicer Default shall be in addition to any other      
rights Master Servicer may have at law or in equity, including injunctive relief
or specific performance.                                                        

Section 6.3 Post-Termination Obligations In the event of a termination of       
primary servicing due to a Primary Servicer Default, the Primary Servicer shall 
promptly deliver the Primary Servicer Servicing Documents as directed by the    
Master Servicer and remit to the Master Servicer, by wire transfer of           
immediately available funds, all cash held by the Primary Servicer with respect 
to the related Mortgage Loans and A/B Mortgage Loans, and shall, if so requested
by the Master Servicer, assign to the Master Servicer or a Successor Primary    
Servicer, as directed by the Master Servicer, and in such event the Master      
Servicer shall assume, or cause the Successor Primary Servicer to assume, all   
service contracts related to the Mortgage Loans and the A/B Mortgage Loans      
transferred thereon but only to the extent such contracts are assignable and the
required consents (if any) to such assignments have been obtained. The Primary  
Servicer shall use all reasonable efforts to obtain the consents required to    
effect such assignments.                                                        

(b) On and after the Primary Servicing Termination Date, the Primary Servicer   
shall promptly endorse and send to the Master Servicer via overnight mail or    
delivery service any checks or other funds in respect of any Mortgage Loan and  
any A/B Mortgage Loan which are received by the Primary Servicer.               

(c) The Primary Servicer shall provide to the Master Servicer promptly (but in  
no event later than ten (10) Business Days) after the Primary Servicing         
Termination Date the following information, in each case as of such date: (a) a 
ledger accounting itemizing the dates and amounts of all payments made, received
or applied by the Primary Servicer with regard to each Mortgage Loan and each   
A/B Mortgage Loan, further itemizing principal and interest payments, tax       
payments, special assessments, hazard insurance, mortgage insurance premiums,   
ground rents, if any, and all other payments and (b) a current trial balance for
each such Mortgage Loan and A/B Mortgage Loan.                                  

(d) On a date to be agreed upon by the Primary Servicer and the Master Servicer,
but not later than the Business Day following the Primary Servicing Termination 
Date, the Primary Servicer shall commence and continue diligently to completion 
at its own expense, to notify Mortgagors under the related Mortgage Loans and   
A/B Mortgage Loans of the address to which payments on such Mortgage Loans and  
A/B Mortgage Loans should be sent after the Primary                             

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Servicing Termination Date; provided, however, that in any event, Primary       
Servicer shall be obligated to notify Mortgagors within seven (7) Business Days 
of the Primary Servicing Termination Date.                                      

(e) The Primary Servicer shall promptly forward to the Master Servicer, at the  
Primary Servicer's expense all Mortgagor correspondence, insurance notices, tax 
bills or any other correspondence or documentation related to any Mortgage Loan 
and any A/B Mortgage Loan which is received by the Primary Servicer after the   
Primary Servicing Termination Date.                                             

(f) The Primary Servicer shall otherwise cooperate in the orderly transfer of   
the servicing of the Mortgage Loans and A/B Mortgage Loans and shall forward to 
the Master Servicer and any Successor Primary Servicer such documents as it may 
receive from time to time regarding any Mortgage Loan or A/B Mortgage Loan      
transferred and provide such other assistance as may reasonably be required by  
the Master Servicer or any Successor Primary Servicer regarding such transfer.  

(g) The Primary Servicer shall be entitled to all fees, compensation, interest  
and earnings on the Mortgage Loans and A/B Mortgage Loans accrued through the   
date of termination of its obligations and rights under this Agreement;         
provided, however, Primary Servicer shall continue to collect the Excess        
Servicing Fee after termination in accordance with the terms of this Agreement  
and the Pooling and Servicing Agreement.                                        

Section 6.4 Additional Termination Notwithstanding any provision herein to the  
contrary, this Agreement shall terminate with respect to any individual Mortgage
Loan or A/B Mortgage Loan (i) if and when such Mortgage Loan or A/B Mortgage    
Loan becomes a Specially Serviced Mortgage Loan or an REO Mortgage Loan or (ii) 
if and when such Mortgage Loan or A/B Mortgage Loan is sold or otherwise        
disposed of by or on behalf of the Trust (which sale or disposition shall not   
include the transformation of a Mortgage Loan or A/B Mortgage Loan into a       
Defeasance Loan). In the event of such termination, the Primary Servicer shall  
comply with Section 6.3 as if a Primary Servicer Default had occurred, except   
that such Section shall be construed to relate only to such Mortgage Loan or A/B
Mortgage Loan and references therein to Primary Servicing Termination Date shall
be construed to mean the date of such termination, and (ii) the Primary Servicer
shall cooperate in the orderly transfer of the servicing of such Mortgage Loan  
or A/B Mortgage Loan and shall forward to the Master Servicer such documents as 
it may receive from time to time with respect thereto and provide such other    
assistance as may reasonably be required by the Master Servicer with respect    
thereto. Primary Servicer shall be entitled to all fees, compensation, interest 
and earnings on such Mortgage Loan or A/B Mortgage Loan accrued through the date
of termination of its obligations and rights with respect to such Mortgage Loan 
or A/B Mortgage Loan under this Agreement; provided, however, Primary Servicer  
shall continue to collect the Excess Servicing Fee after termination in         
accordance with the terms of this Agreement and the Pooling and Servicing       
Agreement. If such Mortgage Loan or A/B Mortgage Loan subsequently becomes a    
Rehabilitated Mortgage Loan, then the Primary Servicer shall promptly resume the
servicing of such Mortgage Loan or A/B Mortgage Loan in accordance with the     
terms hereof.                                                                   

ARTICLE VII.

SUBCONTRACTORS

  Upon prior notice to but without the consent of Master Servicer in the
case of material subcontracts and without prior notice to or the prior written  
consent of the Master Servicer in the case of non-material subcontracts, the    
Primary Servicer shall be permitted to employ, at its own expense,              
subcontractors to perform the Services for the Mortgage Loans and A/B Mortgage  

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Loans; provided, however, that (a) the Primary Servicer shall remain fully      
liable at all times for the performance of all Services and for all other       
obligations hereunder; (b) in no event shall any such subcontractors make any of
the decisions, be given discretion to make any decisions, or have any authority 
to make any decisions, required as part of a Category 1 Request or Category 2   
Request or any decision or recommendation involving the exercise of the Primary 
Servicer's discretion as a "lender" under any of the Loan Documents for the     
Mortgage Loans and the A/B Mortgage Loans; (c) the Primary Servicer shall       
maintain and perform policies and procedures to monitor such subcontractors'    
performance of the services for which they are employed; and (d)(i) the Primary 
Servicer shall not, for so long as any ABS Issuing Entity is subject to the     
reporting requirements of the Exchange Act, engage any "Subcontractor" (as      
defined in the Pooling and Servicing Agreement) after the Closing Date without  
the Master Servicer's and the Depositor's prior written consent, which, in      
either case, shall not be unreasonably withheld and (ii) the Primary Servicer   
shall, with respect to each such Subcontractor with which it has entered into a 
servicing relationship with respect to the Mortgage Loans after the Closing     
Date, (A) include in a written agreement between the Primary Servicer and such  
Subcontractor provisions analogous to those of Section 5.13 hereof, Section     
6.1(c) hereof, Section 2.4(b) hereof, this clause (d) of this Article VII, the  
last sentence of Section 10.11 hereof, the last sentence of Section 10.13 hereof
and the last sentence of Section 13.12 of the Pooling and Servicing Agreement   
and (B) use reasonable efforts to cause such Subcontractor to comply with the   
report delivery, indemnification and contribution obligations set forth in such 
analogous provisions.                                                           

 ARTICLE VIII.

 PRIMARY SERVICER TO HOLD PROPERTY FOR THE MASTER SERVICER

All records relating to the Mortgage Loans and the A/B Mortgage Loans held by   
the Primary Servicer, including but not limited to the Primary Servicer         
Servicing Documents, mortgage servicing documents, books, computer tapes and    
other documents and records (except for microfilm records) as well as any       
reproductions or copies of such records furnished for the purposes of performing
Services from the Cut-off Date are, and shall continue at all times to be, held 
by the Primary Servicer for the benefit of the Master Servicer and for the      
Trustee and shall not be released, disseminated or otherwise made available to  
third parties without the prior written consent of the Master Servicer.         

 ARTICLE IX.

 INDEMNIFICATION

Section 9.1 Primary Servicer's Indemnity The Primary Servicer shall 
indemnify the Master Servicer, its officers, employees and agents against, and  
hold the Master Servicer harmless from, any and all losses, liabilities,        
expenses, claims, demands, costs, or judgment of any type against the Master    
Servicer arising out of or related to (i) a negligent or willful failure of the 
Primary Servicer or any Person hired by the Primary Servicer to perform properly
any of the Services to be performed by the Primary Servicer pursuant to the     
Payment and Collection Description, the Payment and Mortgage Loan Status        
Reports, Post Closing Matters Description and Task Description, (ii) any failure
by the Primary Servicer to perform its obligations under this Agreement, or     
(iii) breach of any of the Primary Servicer's representations and warranties    
hereunder; provided, however, that the Primary Servicer shall not be required to
indemnify the Master Servicer, its officers, employees or agents against or hold
the Master Servicer, its officers, employees or agents harmless from any losses 
to the extent that such loss is caused by the actions of the Master Servicer,   
its officers, employees or agents in violation of the Master Servicer's duties  
under this Agreement, under the Pooling and Servicing Agreement or under an     

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A/B Intercreditor Agreement (except to the extent that such failure was caused  
by the Primary Servicer's failure to perform its obligations hereunder). The    
indemnification provided under this Section 9.1 shall survive the Primary       
Servicing Termination Date. The Master Servicer shall promptly notify the       
Primary Servicer if a claim is made by a third party with respect to this       
Agreement or the Mortgage Loans or the A/B Mortgage Loans entitling the Master  
Servicer to indemnification hereunder. The Primary Servicer shall assume the    
defense of any such claim (with counsel reasonably satisfactory to the Master   
Servicer) and pay all expenses in connection therewith, including counsel fees, 
and promptly pay, discharge and satisfy any judgment or decree which may be     
entered against it or them in respect of such claim. Any failure to so notify   
the Primary Servicer shall not affect any of the Master Servicer's rights to    
indemnification.                                                                

(b) Neither the Primary Servicer nor any of the directors, officers, employees  
or agents of the Primary Servicer shall be under any liability to the Master    
Servicer, the holders of the Certificates, any holder of a B Note, the          
Depositor, the Trustee or any other Person for any action taken or for          
refraining from the taking of any action in good faith and using its reasonable 
business judgment pursuant to this Agreement, or for errors in judgment;        
provided that this provision shall not protect the Primary Servicer or any such 
person against any breach of a covenant, representation or warranty contained   
herein or any liability which would otherwise be imposed by reason of willful   
misfeasance, bad faith or negligence in its performance of duties or by reason  
of reckless disregard for its obligations and duties under this Agreement. The  
Primary Servicer and any director, officer, employee or agent of the Primary    
Servicer may rely in good faith on any document of any kind prima facie properly
executed and submitted by any Person respecting any matters arising hereunder.  

Section 9.2 Master Servicer's Indemnity The Master Servicer shall indemnify the 
Primary Servicer, its officers, employees and agents against, and hold the      
Primary Servicer harmless from, any and all losses, liabilities, expenses,      
claims, demands, costs, or judgment of any type against the Primary Servicer, to
the extent arising out of, or related to reliance by the Primary Servicer on,   
(i) pursuant to Section 5.13(i), an interpretation of the Securities Act, the   
Exchange Act or the Regulations set forth in a written notice from the Master   
Servicer to the Primary Servicer or (ii) any incorrect asset pool balance       
supplied by the Master Servicer with respect to the TOP26 Trust, if such        
incorrect balance is the cause of any incorrect determination by the Primary    
Servicer that an obligor on a Mortgage Loan is not a Significant Obligor. The   
indemnification provided under this Section 9.2 shall survive the Primary       
Servicing Termination Date.                                                     

ARTICLE X.

 MISCELLANEOUS

   Section 10.1 Severability If any term, covenant, condition or provision
hereof is unlawful, invalid, or unenforceable for any reasons whatsoever, and   
such illegality, invalidity, or unenforceability does not affect remaining part 
of this Agreement, then all such remaining parts hereof shall be valid and      
enforceable and have full force and effect as if the invalid or unenforceable   
part had not been included.                                                     

     Section 10.2 Rights Cumulative; Waivers The rights of each of the parties
under this Agreement are cumulative and may be exercised as often as any party  
considers appropriate. The rights of each of the parties hereunder shall not be 
capable of being waived or amended other than by an express waiver or amendment 
in writing. Any failure to exercise (or any delay in exercising) any of such    
rights shall not operate as a waiver or amendment of that or any other such     
right. Any defective or partial exercise of any of such right shall not preclude
any other or                                                                    

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further exercise of that or any other such right. No act or course of conduct or
negotiation on the part of any party shall in any way stop or preclude such     
party from exercising any such right or constitute a suspension or any waiver of
any such right.                                                                 

     Section 10.3 Headings The headings of the Sections and Articles contained
in this Agreement are inserted for convenience only and shall not affect the    
meaning or interpretation of this Agreement or any provision hereof.            

     Section 10.4 Construction Unless the context otherwise requires, singular
nouns and pronouns, when used herein, shall be deemed to include the plural of  
such noun or pronoun and pronouns of one gender shall be deemed to include the  
equivalent pronoun of the other gender. This Agreement is the result of         
arm's-length negotiations between the parties and has been reviewed by each     
party hereto and its counsel. Each party agrees that any ambiguity in this      
Agreement shall not be interpreted against the party drafting the particular    
clause which is in question.                                                    

Section 10.5 Assignment (a) This Agreement and the terms, covenants,
conditions, provisions, obligations, undertakings, rights and benefits hereof,  
shall be binding upon, and shall inure to the benefit of, the undersigned       
parties and their respective permitted successors and assigns. This Agreement   
and the rights and benefits hereunder of the Primary Servicer shall not be      
assignable, and the duties and obligations hereunder of such party shall not be 
delegable, except that in the following instances, Primary Servicer may assign, 
sell or transfer its rights under this Agreement without the consent of (but    
upon written notice to) the Master Servicer:                                    

(i) Primary Servicer may assign, sell or transfer its rights and obligations    
under this Agreement (in whole and not in part) to a parent company of Primary  
Servicer or a wholly-owned subsidiary or Affiliate of such party, or a successor
by merger or as the result of a demutualization of a parent company of Primary  
Servicer, as long as such successor has net assets and net worth equal to or    
greater than the net assets and net worth of the Primary Servicer.              

(ii) Primary Servicer may assign, sell or transfer its rights and obligations   
under this Agreement (in whole and not in part) to an entity that then serves as
a primary servicer for other mortgage loans held by the Trust at the time of    
such assignment, sale or transfer.                                              

(iii) With the prior written consent of the Master Servicer and the Depositor   
which consent shall not be unreasonably withheld or delayed, Primary Servicer   
may assign, sell or transfer its rights and obligations under this Agreement (in
whole and not in part) to any master or primary servicer, if (1) such entity is 
either (a) rated by the Rating Agencies as satisfactory or its equivalent in    
such capacity or (b) approved by the Special Servicer and Operating Advisor (in 
addition to Master Servicer as provided above), which approval shall not be     
unreasonably withheld or delayed, and (2) Primary Servicer at its sole cost     
receives Rating Agency Confirmation from the Rating Agencies prior to such      
assignment, sale or transfer.                                                   

(iv) Primary Servicer may subcontract certain of its rights and obligations     
under this Agreement as expressly provided in and subject to the terms of       
Article VII of this Agreement.                                                  

Any such assignment under this Section 10.5(a) shall (i) not be effective until 
such Successor Primary Servicer enters into a written agreement reasonably      
satisfactory to the Master Servicer and the Depositor agreeing to be bound by   
the terms and provisions of this Agreement (but not altering the obligations    
under this Agreement); and (ii) not relieve the assigning Primary Servicer of   
any duties or liabilities arising or incurred prior to such assignment. Any     
costs or expenses incurred in connection with such assignment shall be payable  
by the assigning Primary Servicer. Any assignment or delegation or attempted    
assignment or delegation in contravention of this Agreement shall be null and   
void. The proceeds of any assignment, sale or transfer permitted                

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under this Section 10.5 or to which consent was granted shall belong solely to  
the assignor of such rights, and Master Servicer shall have no claim to them.   

(b) Resignation of Primary Servicer. Except as otherwise provided in Section    
10.6(b) hereof, the Primary Servicer shall not resign from the obligations and  
duties hereby imposed on it unless it determines that the Primary Servicer's    
duties hereunder are no longer permissible under applicable law or are in       
material conflict by reason of applicable law with any other activities carried 
on by it. Any such determination permitting the resignation of the Primary      
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to
the Master Servicer. No such resignation shall become effective until a         
successor servicer designated by the Master Servicer shall have assumed the     
Primary Servicer's responsibilities and obligations under this Agreement, and   
Special Servicer and Operating Advisor shall have consented to such successor   
servicer which consent shall not be unreasonably withheld or delayed; provided  
that the designation and assumption by Master Servicer of Primary Servicer's    
responsibilities and obligations under this Agreement pursuant to this Section  
10.6(a) shall not require the consent of Special Servicer or Operating Advisor. 

(c) The Primary Servicer may resign from the obligations and duties imposed on  
it, upon 60 days' notice to the Master Servicer, provided that (i) the Primary  
Servicer bears all costs associated with its resignation and the transfer of    
servicing; (ii) Primary Servicer designates a successor servicer to assume      
Primary Servicer's responsibilities and obligations under this Agreement; (iii) 
Master Servicer, Special Servicer and Operating Advisor shall consent to such   
successor servicer which consent shall not be unreasonably withheld or delayed; 
and (iv) such successor servicer assumes Primary Servicer's responsibilities and
obligations under this Agreement; provided, however, that the designation and   
assumption by Master Servicer of Primary Servicer's responsibilities and        
obligations under this Agreement pursuant to this Section 10.6(b) shall not     
require the consent of Special Servicer or Operating Advisor.                   

(d) In connection with any resignation under subsections (a) or (b) above, the  
Primary Servicer shall comply with Section 6.3 as if a Primary Servicer Default 
occurred, except that reference in such Section to Primary Servicing Termination
Date shall be construed to mean the date of resignation under subsections (a) or
(b) above, as the case may be.                                                  

Section 10.6 Prior Understandings This Agreement supersedes any and all prior   
discussions and agreements between or among the Seller, the Primary Servicer and
the Master Servicer with respect to the Servicing of the Mortgage Loans and the 
A/B Mortgage Loans and the other matters contained herein. This Agreement,      
together with the Pooling and Servicing Agreement and each A/B Intercreditor    
Agreement, contain the sole and entire understanding between the parties hereto 
with respect to the transactions contemplated herein. Every effort shall be made
to construe this Agreement, the Pooling and Servicing Agreement and each A/B    
Intercreditor Agreement consistently. If a conflict exists between such         
agreements, then the Pooling and Servicing Agreement and with respect to an A/B 
Mortgage Loan, the applicable A/B Intercreditor Agreement shall control. If this
Agreement requires Primary Servicer to perform a task or duty, the details and  
obligations of which are (a) set forth in this Agreement and (b)(i) are not set 
forth in the Pooling and Servicing Agreement or with respect to an A/B Mortgage 
Loan, the applicable A/B Intercreditor Agreement, (ii) are set forth in the     
Pooling and Servicing Agreement and with respect to an A/B Mortgage Loan, the   
applicable A/B Intercreditor Agreement only in general terms, then Primary      
Servicer shall perform such task and duties in accordance with the details and  
obligations set forth in this Agreement. If this Agreement requires Primary     
Servicer to perform a task or duty, the details and obligations of which are not

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set forth in this Agreement but are contained in the Pooling and Servicing      
Agreement and with respect to an A/B Mortgage Loan, the applicable A/B          
Intercreditor Agreement, then the Primary Servicer shall perform such task and  
duties in accordance with the Pooling and Servicing Agreement.                  

  Section 10.7 Integrated Agreement This Agreement constitutes the final
complete expression of the intent and understanding of the Primary Servicer and 
the Master Servicer and may not be altered or modified except by a subsequent   
writing, signed by the Primary Servicer and the Master Servicer.                

     Section 10.8 Counterparts This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument. Any   
party hereto may execute this Agreement by signing any such counterpart.        

Section 10.9 Governing Laws This Agreement shall be governed by and 
construed in accordance with the laws of the State of New York without regard to
conflicts of law principles, and the obligations, rights and remedies of the    
parties hereunder shall be determined in accordance with such laws.             

   Section 10.10 Notices Unless otherwise provided for herein, all notices
and other communications required or permitted hereunder shall be in writing    
(including a writing delivered by facsimile transmission) and shall be deemed to
have been duly given (a) when delivered, if sent by registered or certified mail
(return receipt requested), if delivered personally or by facsimile or (b) on   
the second following Business Day, if sent by overnight mail or overnight       
courier, in each case to the parties at the following addresses (or at such     
other addresses as shall be specified by like notice);                          

      If to the Master Servicer: As set forth in Section 14.5 of the Pooling and
Servicing Agreement                                                             

If to the Primary Servicer:   Principal Global Investors, LLC       
        801 Grand Avenue
                 Des Moines, IA 50392-0700
                                   Attention: Steve Johnson, Managing Director
                     Telephone No.: (515) 246-7095
                     Facsimile No.: (515) 248-8090

Section 10.11 Amendment In the event that the Pooling and Servicing 
Agreement or an A/B Intercreditor Agreement is amended, this Agreement shall be 
deemed to have been amended and to the extent necessary to reflect such         
amendment to the Pooling and Servicing Agreement or such A/B Intercreditor      
Agreement, but no such amendment to the Pooling and Servicing Agreement or A/B  
Intercreditor Agreement or deemed amendment to this Agreement shall increase the
obligations or decrease the rights of Primary Servicer under this Agreement     
without its express written consent which consent shall not be unreasonably     
withheld or delayed. For so long as any ABS Issuing Entity is subject to the    
reporting requirements of the Exchange Act, the parties hereto may not amend or 
modify any provision of Section 5.13, Section 6.1(c), Section 2.4(b), clause (d)
of Article VII, the last sentence of Section 10.13, or this sentence without the
Depositor's prior written consent.                                              

     Notwithstanding anything to the contrary contained in this Section 10.11,
the parties hereto agree that this Agreement may be amended pursuant to Section 
5.11 herein without any notice to or consent of any of the Certificateholders,  
any B Note holder, Opinions of Counsel, Officer's Certificates or Rating Agency 
Confirmation.                                                                   

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     Section 10.12 Other This Agreement shall not be construed to grant to any
party hereto any claim, right or interest in, to or against the trust fund      
created pursuant to the Pooling and Servicing Agreement or any assets of such   
trust fund.                                                                     

     Section 10.13 Benefits of Agreement Nothing in this Agreement, express or
implied, shall be construed to grant to any Mortgagor or other Person, other    
than the parties to this Agreement and the parties to the Pooling and Servicing 
Agreement, any benefit or any legal or equitable right, power, remedy or claim  
under this Agreement, except that the Depositor, any other Applicable Depositor 
and any master servicer for an ABS Issuing Entity other than the TOP26 Trust are
intended third-party beneficiaries of Section 5.13 and Section 6.1.             

 [end of page]

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            IN WITNESS WHEREOF, this Agreement has been signed on behalf of each
of the parties hereto by an authorized representative, all as of the day and    
year first above written.                                                       

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
                               acting solely in its capacity as Master
                                Servicer under the Pooling and Servicing
 Agreement

                                  By:_______________________________________
Name:   
Title:  

                       PRINCIPAL GLOBAL INVESTORS, LLC

                                  By:_______________________________________
Name:   
Title:  

                                  By:_______________________________________
Name:   
Title:  

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SCHEDULE I

MORTGAGE LOAN SCHEDULE

                                                               Primary
                                                               Servicing
                                                              Fee Rate
Prospectus Tab                                     Cut-Off Date     (basis      
Number           Loan Name                           Balance        points)     
--------------   -------------------------------   ------------   -----------   
          4   Scripps Center                     $69,933,748             1
          7   909 A Street                       $48,000,000             1
          9   Overlook II                        $31,500,000             1
         12   Harmony Marketplace                $28,500,000             1
         17   Millrock Park II                   $25,000,000             1
         24   Astoria Federal Savings & Loan     $19,000,000             1
         31   Gateway Business Park              $16,500,000             1
         34   3536 Highway 31                    $15,150,000             1
         37   Fayette Medical Office Building    $14,500,000             1
         40   Benchmark Apartments               $12,500,000             1
         41   Ivy Walk                           $12,500,000             1
         57   Mar Industrial Buildings           $10,000,000             1
         60   Shoppes at Smithville               $9,500,000             1
         68   Butler Ridge Apartments             $8,579,132             1
Redstone American Grill -                     
         73   Oakbrook (II)                       $4,034,188             1
Redstone American Grill - Eden                
         74   Prairie (II)                        $3,965,812             1
         76   1035 Nathan Lane North              $7,793,415             1
         78   Summit Pointe (C)                   $4,110,558             1
         79   Cross Pointe NC (C)                 $3,257,566             1
         82   Villa Santa Fe Apartments           $7,200,000             1
         83   Westover Apartments                 $7,000,000             1
         87   Princeton Hill Apartments           $6,993,193             1
         98   Whole Foods Santa Monica            $6,000,000             1
        105   The Legends Apartments              $5,500,000             1
        108   3765 A Old Court Road               $5,400,000             1
        125   West Allis Industrial               $4,396,266             1
        127   North Tech Industrial               $4,200,000             1
        134   111 West Lemon Avenue               $3,996,426             1
        145   550 PA Route 611                    $3,492,031             1
        150   727 South Wanamaker Avenue          $3,200,000             1
        151   Shoppes of Northtowne               $3,192,521             1
        154   G.I. Joe's Leasehold                $3,100,000             1
        156   9937 Garland Road                   $3,094,331             1
        158   935 Broadbeck Drive                 $3,017,000             1
        161   Cherokee Hills                      $2,996,035             1

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                                                               Primary
                                                               Servicing
                                                              Fee Rate
Prospectus Tab                                     Cut-Off Date     (basis      
Number           Loan Name                           Balance        points)     
--------------   -------------------------------   ------------   -----------   
        166   Summertree Park Apartments          $2,897,468             1
        167   1020 Railroad Street                $2,800,000             1
        174   730 Apollo Drive                    $2,419,751             1
        175   400 East Market Street              $2,398,021             1
        184   3240 North Pleasantburg Drive       $2,187,150             1
        190   8018 West Broad Street              $2,098,218             1
        199   The Crossings At Akers Mill         $1,900,000             1
        200   20195 Stevens Creek Boulevard       $1,897,474             1
        207   Lodi Court Apartments               $1,743,954             1
        214   Judges Office                       $1,592,565             1
        219   251 Legris Avenue                   $1,462,801             1
        221   1275 Chatham Parkway                $1,423,803             1
        229   845 Eldridge Parkway                $1,200,000             1
        233   KaRon Self Storage                  $1,079,140             1
        234   5101 Highway 101                    $1,075,000             1
        239   3909 Frankford Road                   $999,143             1
        242   217 Washington Street                 $995,658             1
        243   1945 West Main Street                 $960,000             1

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SCHEDULE II                                                                     
[reserved]                                                                      

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EXHIBIT A                                                                       
Pooling and Servicing Agreement                                                 
See copy of signed Pooling and Servicing Agreement delivered under separate     
cover.                                                                          

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EXHIBIT B                                                                       
Exhibit B-1: Payment and Mortgage Loan Status Reports                           

Exhibit B-2: Overview of Methodology of Allocation of Responsibility on Post    
Closing Requests                                                                

Exhibit B-3: Form of Property Inspection Reports                                

Exhibit B-4: Task Description                                                   

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EXHIBIT B-1                                                                     
Payment and Mortgage Loan Status Reports                                        
Exhibit B-1(a):         Remittance report for payments received on Mortgage     
             Loans during the applicable Collection Period

Exhibit B-1(b):         Delinquency report                                      

Exhibit B-1(c):         Real estate tax delinquency report                      

Exhibit B-1(d):         Insurance monitoring report                             

Exhibit B-1(e):         UCC form monitoring report                              

Exhibit B-1(f):         Day One Report                                          

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EXHIBIT B-2                                                                     
Overview of Methodology of Allocation of Responsibility on Post Closing Requests

Exhibit B-2(a):         Overview of Methodology of Allocation of Responsibility 
on Post Closing Requests        

Exhibit B-2(b):         Chart Showing Classification of Post Closing Requests   

Exhibit B-2(c):         Process for Handling Post Closing Requests Upon         
Classification                  

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EXHIBIT B-2(a)                                                                  
Overview of Methodology of Allocation of Responsibility on Post Closing Requests

          When Primary Servicer receives a request from a Mortgagor or other
obligor under the Mortgage Loan or A/B Mortgage Loan, as applicable, for action 
("Post Closing Request") on its related Mortgage Loan or A/B Mortgage Loan,     
Primary Servicer shall classify each Post Closing Request into one of the       
following three (3) categories:                                                 

o     Post Closing Requests over which Primary Servicer shall have  
     decision making authority to analyze, consent to, approve and
   process such requests, subject to consent rights in certain
  circumstances set forth in Exhibit B-2(c) below and, where
       applicable, Deemed Category 1 Requests ("Category 1 Requests");

o     Post Closing Requests in which Primary Servicer shall gather  
     information from Mortgagor and shall deliver such information
           together with a written analysis and recommendation for the consent
       and approval of such requests to the Master Servicer or Special
      Servicer, as applicable; other than Deemed Category 1 Requests
("Category 2 Requests"); and                            

o     Post Closing Requests in which Primary Servicer will have no  
      involvement but will refer the request to the Special Servicer
("Category 3 Requests").                                

     The attached chart details how a Post Closing Request will be
classified into one of the three (3) categories specified above and the         
materials that follow detail how each Post Closing Request will be handled after
classification.                                                                 

           The objective is to process each Post Closing Request in accordance
with the Servicing Standard, the terms of this Agreement, the Pooling and       
Servicing Agreement and with respect to any A/B Mortgage Loan, its applicable   
A/B Intercreditor Agreement, the REMIC Provisions, while providing responsive   
service to Mortgagors.                                                          

  The attached chart does not address Payment and Collection
Description, Payment and Collection Reporting or Property Inspection            
Description, which is covered elsewhere in this Agreement.                      

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EXHIBIT B-2(b)                                                                  
Chart Showing Classification of Post Closing Requests                           

                                                        [Enlarge/Download Table]

       Category                  When Applicable                          Examples                           Allocation of Fees     
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
1    Category 1          Post Closing Request is either   Transfer rights contemplated in Loan       Primary Servicer collects      
Requests (other than     (a) specifically authorized in   Documents (including without limitation    entire administrative or       
Deemed Category 1        the related Loan Documents (as   assignment and assumption rights);         processing fee (including      
Requests)                defined in Exhibit               partial releases contemplated in Loan      without limitation defeasance  
                         B-2(c)(A.1(b)), either           Documents; easements contemplated in       fees), legal fees and          
                         expressly as a matter of right   Loan Documents; evaluation of              out-of-pocket expenses and 80% 
                         in favor of the Mortgagor or     alterations under specified threshold;     of any additional fees or      
                         upon the satisfaction of         administer, monitor and release of         portions of fees (including    
                         certain specified conditions     reserve or escrow amounts in accordance    without limitation transfer    
                         (including the exercise of any   with reserve or escrow agreements;         fees) payable to Master        
                         specified standard of consent    approval of leases below threshold         Servicer under Pooling and     
                         or judgment within such          specified in Loan Documents; additional    Servicing Agreement (i.e.      
                         conditions subject to the        lien, monetary encumbrance or mezzanine    transfer fee). Other 20% of    
                         terms of  this Agreement); or    financing placed on Mortgaged Property     such additional fees are       
                         (b) seeks the approval of the    that is specifically contemplated in       payable to Master Servicer.    
                         related Mortgagee under the      Loan Documents under specified             Special Servicer would receive 
                         related Loan Documents for a     conditions; or process of defeasing a      any portion of fees due it     
                         Lease and/or the issuance of     Mortgage Loan (except defeasance of a      under the Pooling and Servicing
                         an SNDA for a Lease.             Specially Serviced Mortgage Loans which    Agreement. Master Servicer may 
                                                          shall not be the responsibility of the     also collect its out-of-pocket 
                                                          Primary Servicer) and servicing of         expenses which it shall itemize
                                                          Mortgage Loans and A/B Mortgage Loans      in reasonable detail.(1)       
                                                          that have been defeased; approval of a                                    
                                                          Lease requiring such approval of                                          
                                                          Mortgagee under the Loan Documents; or                                    
                                                          issuance of an SNDA.                                                      

2    Category 2          Post Closing Request (other      Consent to easement not contemplated in    For all Mortgage Loans, other  
Requests for all         than Category 3 Request) is      Loan Documents; partial releases not       than A/B Mortgage Loans:       
Mortgage Loans (other    (a) not specifically             specifically contemplated in Loan          Primary Servicer entitled to   
than A/B Mortgage        authorized or is prohibited or   Documents; or subordinate or mezzanine     one hundred percent (100%) of  
Loans) and Deemed        not addressed in the Loan        financing not specifically contemplated    administrative or processing   
Category 1 Requests      Documents; and (b) not seeking   in Loan Documents.                         fee. Additional fees are       
                         approval of a Lease requiring                                               payable to Master Servicer     
                         such approval of Mortgagee                                                  and/or Special Servicer as     
                         under the related Loan                                                      specified in Pooling and       
                         Documents or issuance of an                                                 Servicing Agreement. Master    
                         SNDA.                                                                       Servicer may also collect its  
                                                                                                     out-of-pocket expenses.(1)     

                                                                                                     For all A/B Mortgage Loans:    
                                                                                                     Same allocation of fees as     
                                                                                                     Category 1 Requests.           

3    Category 3          Post Closing Requests to Money   Changes to maturity date, interest rate,   Primary Servicer not entitled  
Requests                 Terms, Defaulted Mortgage        principal balance, amortization term,      to fee. Master Servicer or     
                         Loans or Mortgage Loans upon     payment amount or frequency; or            Special Servicer is entitled to
                         which a Servicing Transfer       any actions to loan in default.            fees as provided in the Pooling
                         Event has occurred.                                                         and Servicing Agreement.(1)    

 (3) No reference is made in this chart to the Aggregate Servicing Fee
which shall be collected and governed in accordance with the terms of Sections  
2.1, 2.3, 6.3 and 6.4 of this Agreement.                                        

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EXHIBIT B-2(c)                                                                  
Process for Handling Post Closing Requests Upon Classification                  

A. Process for disposition of Post Closing Requests Once Classification is Made.
Upon classification of a Post Closing Request into one of the three (3)         
categories enumerated above, Primary Servicer shall process the Post Closing    
Request as follows:                                                             

1. Category 1 Requests and Deemed Category 1 Requests:              

     a) If Primary Servicer classifies a Post Closing Request as a
Category 1 Request or Deemed Category 1 Request, it shall promptly (but in no   
event more than five (5) Business Days after receiving such request) notify     
Master Servicer of (a) such request; (b) Primary Servicer's classification of   
the Post Closing Request as a Category 1 Request or Deemed Category 1 Request;  
and (c) Primary Servicer's Materiality Determination regarding any Category 1   
Consent Aspect involved in such request. Notwithstanding the foregoing, as a    
result of the quarterly reconciliation of reserve accounts that Primary Servicer
provides to Master Servicer under this Agreement, Primary Servicer shall have no
obligation (a) except as required under Section 8.18(d) of the Pooling and      
Servicing Agreement, to notify or seek the consent of Master Servicer or Special
Servicer (as applicable) of any disbursement made from an escrow or reserve     
account pursuant to and in accordance with the terms of such agreement governing
such reserve or escrow or (b) to seek consent of Master Servicer to extend (1)  
the time available to a Mortgagor to complete repairs, replacements or          
improvements pursuant to an escrow or reserve agreement or (2) the expiration   
date of any letters of credit associated with such escrow or reserve, as long as
(i) Primary Servicer promptly notifies Master Servicer in writing of such       
extension; (ii) the amount being held pursuant to the applicable escrow or      
reserve agreement at the time of the proposed extension is less than            
$1,000,000.00; (iii) the length of such extension when added to all other       
extensions granted after the Closing Date does not exceed one hundred eighty    
(180) days; and (iv) any such extension is in accordance with the terms of this 
Agreement (including without limitation the Servicing Standard) and the Pooling 
and Servicing Agreement and with respect to an A/B Mortgage Loan, the applicable
A/B Intercreditor Agreement.                                                    

           b) Primary Servicer shall evaluate the Category 1 Request or Deemed
Category 1 Request and process such request to meet the requirements set forth  
in the loan documents for the applicable Mortgage Loan ("Loan Documents") in a  
manner that complies with the terms of this Agreement and the Pooling and       
Servicing Agreement and with respect to an A/B Mortgage Loan, the applicable A/B
Intercreditor Agreement. Such evaluation and processing may commence, and       
continue but may not be completed prior to Primary Servicer's notice to Master  
Servicer of the Category 1 Request or Deemed Category 1 Request. Primary        
Servicer shall draft, or cause to be drafted, all documents necessary or        
appropriate to effect the Category 1 Request or Deemed Category 1 Request in    
accordance with the terms of the Loan Documents, this Agreement and the Pooling 
and Servicing Agreement with respect to an A/B Mortgage Loan, the applicable A/B
Intercreditor Agreement.                                                        

  c) Notwithstanding the foregoing, the following additional
requirements shall apply to particular types or aspects of Category 1 Requests: 

       (i)   If a Mortgagor requests to defease a Mortgage Loan or A/B
                 Mortgage Loan (other than a Specially Serviced Mortgage Loan)
                 and the Loan Documents for such Mortgage Loan or A/B Mortgage
             Loan expressly provide for a defeasance, Primary Servicer
                  shall treat such request as a Category 1 Request but shall, in
                 addition to the other provisions of this Section 1 of Exhibit
             B-2(c), seek the prior written consent of Master Servicer
               prior to consenting to such defeasance, which consent shall
                 not be withheld or delayed unreasonably when Primary Servicer
             submits to Master Servicer the items substantially as set
forth on Appendix 1 of this                 

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                Agreement relating to such defeasance, and any such decision
               of Master Servicer shall be in accordance with the terms of
                 the Loan Documents and the Servicing Standard. Failure of the
                Master Servicer to notify the Primary Servicer in writing of
             Master Servicer's determination to grant or withhold such
                consent, within five (5) Business Days following the Primary
               Servicer's delivery of the request for defeasance described
        above and the relevant information collected on such
             defeasance, shall be deemed to constitute a grant of such
consent.                                    

     (ii)  If a Mortgagor requests consent to transfer the related
                  Mortgaged Property and assign the related Mortgage Loan or A/B
                 Mortgage Loan (other than a Specially Serviced Mortgage Loan)
               to another Person who shall assume the Mortgage Loan or A/B
              Mortgage Loan and the Loan Documents expressly permit such
                  assignment and assumption, subject to any conditions set forth
                  in the Loan Documents, Primary Servicer may treat such request
               as a Category 1 Request but shall, in addition to the other
                  provisions of this Section 1 of Exhibit B-2(c), seek the prior
              written consent of Special Servicer prior to consenting to
                  such assignment and assumption in accordance with the terms of
                  Section 8.7 of the Pooling and Servicing Agreement (subject to
              any time periods applicable to Primary Servicer or Special
                Servicer for the giving, granting or deemed granting of such
                consent contained in the Pooling and Servicing Agreement) by
                 submitting to Special Servicer the items substantially as set
          forth on Appendix 2 of this Agreement relating to such
               assignment and assumption. For the purpose of the foregoing
                 sentence, the term "expressly permits" shall have the meaning
              assigned to it in Section 8.7 of the Pooling and Servicing
Agreement.                                  

          (iii) If a Mortgagor requests consent to place an additional lien,
              monetary encumbrance or mezzanine financing on the related
              Mortgaged Property and the Loan Documents expressly permit
           such additional lien, monetary encumbrance or mezzanine
              financing, subject to any conditions set forth in the Loan
           Documents, Primary Servicer may treat such request as a
          Category 1 Request but shall, in addition to the other
                  provisions of this Section 1 of Exhibit B-2(c), seek the prior
              written consent of Special Servicer prior to consenting to
           such additional lien, monetary encumbrance or mezzanine
                financing in accordance with the terms of Section 8.7 of the
                Pooling and Servicing Agreement (subject to any time periods
              applicable to Primary Servicer or Special Servicer for the
                 giving, granting or deemed granting of such consent contained
            in the Pooling and Servicing Agreement) by submitting to
            Special Servicer the items substantially as set forth on
                  Appendix 3 of this Agreement relating to such additional lien,
                monetary encumbrance or mezzanine financing. For the purpose
                 of the foregoing sentence, the term "expressly permits" shall
                 have the meaning assigned to it in Section 8.7 of the Pooling
and Servicing Agreement.                    

          (iv)  If a Mortgagor requests consent to enter into a Lease on the
                 related Mortgaged Property (and/or the associated issuance of
                 an SNDA for such Lease), which Lease (a) requires the consent
             of the Mortgagee under the related Loan Documents and (b)
                qualifies as a Significant Lease, Primary Servicer may treat
                  such request as a Category 1 Request but shall, in addition to
                  the other provisions of this Section 1 of Exhibit B-2(c), seek
               the prior written consent of Master Servicer, which consent
           shall not be withheld or delayed unreasonably, prior to
           consenting to or disapproving of such Significant Lease
                  (and/or the related SNDA) by submitting to Master Servicer the
          items substantially as set forth on Appendix 4 of this

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                Agreement relating to such Significant Lease (and/or related
               SNDA). Failure of the Master Servicer to notify the Primary
             Servicer in writing of Master Servicer's determination to
                grant or withhold such consent within ten (10) Business Days
                following the Primary Servicer's delivery of the request for
                  consent to the Lease, shall be deemed to constitute a grant of
such consent.                               

          (v)   If Primary Servicer makes a Materiality Determination that a
                Category 1 Consent Aspect is material, then Primary Servicer
                shall treat such request as a Category 1 Request, but shall,
              in addition to the other provisions of this Section A.1 of
                  this Exhibit B-2(c), seek the prior written consent of Special
             Servicer prior to consenting to the applicable Category 1
           Request, which consent shall not be withheld or delayed
                 unreasonably, and any such decision of Special Servicer shall
                relate only to the Category 1 Consent Aspect and shall be in
           accordance with the terms of the Loan Documents and the
                 Servicing Standard. Failure of the Special Servicer to notify
         the Primary Servicer in writing of Special Servicer's
                determination to grant or withhold such consent, within five
                  (5) Business Days following the Primary Servicer's delivery of
             the request for consent to the Category 1 Consent Aspect,
          shall be deemed to constitute a grant of such consent.

           d) Upon conclusion of the negotiations of the documentation for the
Category 1 Request or Deemed Category 1 Request, Primary Servicer may execute   
and deliver the operative documents to be executed to effect the Category 1     
Request and take the other actions necessary or appropriate to conclude such    
request, in each case in accordance with the terms of this Agreement and the    
Pooling and Servicing Agreement and with respect to an A/B Mortgage Loan, the   
related A/B Intercreditor Agreement.                                            

    e) Concurrently with the execution of this Agreement, Master
Servicer shall provide to Primary Servicer a counterpart original of the Power  
of Attorney executed by the Trust in favor of the Master Servicer and shall     
execute and deliver to Primary Servicer a Power of Attorney attached to this    
Agreement as Exhibit C. Primary Servicer shall promptly notify Master Servicer  
of the execution and delivery of any document on behalf of the Master Servicer  
and Trustee under such Power of Attorney ("POA Notice").                        

      f) Upon the request of Primary Servicer, Master Servicer shall
execute and deliver the documents necessary or appropriate to effect a Category 
1 Request or Deemed Category 1 Request. Such request shall not relieve Primary  
Servicer of its obligations under this Agreement regarding a Category 1 Request 
or Deemed Category 1 Request, including without limitation its obligation to    
evaluate and process such request in accordance with this Agreement and the     
Pooling and Servicing Agreement and with respect to an A/B Mortgage Loan, the   
related A/B Intercreditor Agreement and any indemnification obligation of       
Primary Servicer.                                                               

          g) Upon completion of each Category 1 Request or Deemed Category 1
Request, Primary Servicer shall promptly (but in no event more than five (5)    
Business Days after concluding such request) notify Master Servicer and Special 
Servicer (if its consent was required) and shall accompany such notice with a   
brief summary of the Category 1 Request or Deemed Category 1 Request, a brief   
summary of Primary Servicer's analysis and decision regarding such request, a   
POA Notice (if required) and a counterpart original or copy of the operative    
documents executed or received to effect the Category 1 Request or Deemed       
Category 1 Request.                                                             

   h) Notwithstanding the foregoing with the consent of Master
Servicer, Primary Servicer may elect to classify and treat a Post Closing       
Request that otherwise qualifies as a Category 1 Request or Deemed Category 1   
Request, as a Category 2 Request instead. In such case, Primary Servicer shall  

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adhere to the provisions of this Agreement regarding Category 2 Requests or     
Deemed Category 1 Requests, and all aspects of such request (including without  
limitation the allocation of fees) shall be governed by the terms of this       
Agreement covering Category 2 Requests. Primary Servicer's decision in any one  
instance to treat a Post Closing Request that otherwise qualifies as a Category 
1 Request or Deemed Category 1 Request, as a Category 2 Request instead, shall  
not compromise or affect its right on any other occasion to treat a similar     
request as a Category 1 Request or Deemed Category 1 Request.                   

           i) Notwithstanding anything to the contrary in this Section 1, if a
Category 1 Request or Deemed Category 1 Request involves an action requiring the
consent of Special Servicer under Section 8.18(d) of the Pooling and Servicing  
Agreement, Primary Servicer shall not be permitted to take any such actions     
without the consent of Special Servicer in accordance with such Section 8.18(d).
For any action relating to a Mortgage Loan or an A/B Mortgage Loan requiring the
consent of Special Servicer under Section 8.18(d) of the Pooling and Servicing  
Agreement, Primary Servicer shall have the responsibility to seek the consent of
Special Servicer in accordance with such section. The foregoing conditions and  
requirements shall be in addition to the other conditions and requirements for  
Category 1 Requests or Deemed Category 1 Requests as set forth above.           

2. Category 2 Requests (other than Deemed Category 1 Requests):     

     a) If Primary Servicer classifies a Post Closing Request as a
Category 2 Request, it shall promptly (but in no event more than five (5)       
Business Days after Primary Servicer's receiving such request) notify Master    
Servicer of receiving such request, of the type of request and of Primary       
Servicer's classification of the Post Closing Request as a Category 2 Request.  
As part of such notice, Primary Servicer shall include the following:           

             (i)   If such type of request has not previously been the
                      subject of a Category 2 Request or a Requirements List
                      (as defined below) has not previously been provided to
                     Primary Servicer, then Primary Servicer shall request
                        from Master Servicer a detailed list of the requirements
                   to be satisfied for such request (the "Requirements
                       List"). Master Servicer shall promptly (but in no event
                more than five (5) Business Days after receiving
                notification of such request) provide to Primary
              Servicer a Requirements List for such request.

               (ii)  If the type of Category 2 Request has previously been
                   the subject of a Post Closing Request, then Primary
                       Servicer shall submit the existing Requirements List to
              Master Servicer. Primary Servicer may use such
                Requirements List for such request unless Master
                   Servicer provides to Primary Servicer a replacement
                       Requirements List within five (5) Business Days of such
notice.                         

            b) A Requirements List (i) shall in no event be more burdensome than
that required by Master Servicer of other loans in the Trust for similar Post   
Closing Requests; (ii) shall not require Primary Servicer to incur additional   
third party costs or expenses; and (iii) shall require the gathering, collection
and assembling of information only and not the preparation, evaluation, analysis
of information or a recommendation regarding the Post Closing Request.          

          c) Primary Servicer shall then use diligent efforts to collect and
assemble the items on the applicable Requirements List. Upon such collection and
assembly, Primary Servicer shall provide to Master Servicer all of the assembled
items, a list of the items collected from the Requirements List, a list of any  
items not collected, any reasons why such items were not collected, a written   
analysis of the Category 2 Request in light of the items collected in a form    
reasonably satisfactory to Master Servicer, a                                   

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recommendation whether to approve or disapprove such request and the appropriate
division of the applicable fees in accordance with the terms of this Agreement  
and the Pooling and Servicing Agreement.                                        

          d) Master Servicer shall use its reasonable best efforts to notify
Primary Servicer with a consent or disapproval of the Category 2 Request within 
ten (10) Business Days of receiving such assembled items, analysis and          
recommendation. If Master Servicer disapproves such request, it shall provide   
Primary Servicer the reasons for such disapproval. If Master Servicer approves  
such request, Primary Servicer shall promptly process the Category 2 Request in 
a manner that complies with the terms of this Agreement and the Pooling and     
Servicing Agreement and with respect to an A/B Mortgage Loan, the related A/B   
Intercreditor Agreement. Primary Servicer shall draft, or cause to be drafted,  
all documents necessary to effect the Category 2 Request in accordance with the 
terms of the consent, the Loan Documents, this Agreement and the Pooling and    
Servicing Agreement, and with respect to an A/B Mortgage Loan, the related A/B  
Intercreditor Agreement. Primary Servicer shall deal directly with the          
applicable Mortgagor regarding a Category 2 Request after Primary Servicer      
submits the items on the applicable Requirements List.                          

           e) Upon conclusion of the negotiations of the documentation for the
Category 2 Request for which Master Servicer has granted its consent, Primary   
Servicer may execute and deliver the operative documents to be executed to      
effect the Category 2 Request and take the other actions necessary or           
appropriate to conclude such request, in each case in accordance with the terms 
of this Agreement and the Pooling and Servicing Agreement and with respect to an
A/B Mortgage Loan, the related A/B Intercreditor Agreement.                     

      f) Upon the request of Primary Servicer, Master Servicer shall
execute and deliver the documents necessary or appropriate to effect a Category 
2 Request, which documents shall be prepared by the Primary Servicer. Such      
request shall not relieve Primary Servicer of its obligations under this        
Agreement regarding a Category 2 Request, including without limitation its      
obligation to evaluate and process such request in accordance with this         
Agreement and the Pooling and Servicing Agreement and with respect to an A/B    
Mortgage Loan, the related A/B Intercreditor Agreement and any indemnification  
obligation of Primary Servicer.                                                 

       g) Upon completion of each Category 2 Request, Primary Servicer
shall promptly (but in no event more than ten (10) Business Days after          
concluding such request) notify Master Servicer and shall accompany such notice 
with a copy of the operative documents executed or received to effect the       
Category 2 Request.                                                             

           h) Notwithstanding anything to the contrary in this Section 2, if a
Category 2 Request involves an action requiring the consent of Special Servicer 
under Section 8.18(d) of the Pooling and Servicing Agreement, Primary Servicer  
shall not be permitted to take any such action without the consent of Special   
Servicer in accordance with such Section 8.18(d). For any action relating to a  
Mortgage Loan or an A/B Mortgage Loan requiring the consent of Special Servicer 
under Section 8.18(d) of the Pooling and Servicing Agreement, Primary Servicer  
shall have the responsibility to seek the consent of Special Servicer in        
accordance with such section. The foregoing conditions and requirements shall be
in addition to the other conditions and requirements for Category 2 Requests as 
set forth above.                                                                

3. Category 3 Requests:                                             

     a) If Primary Servicer classifies a Post Closing Request as a
Category 3 Request, it shall promptly (but in no event more than five (5)       
Business Days after receiving such request) notify Master Servicer and Special  
Servicer of receiving such request and of Primary Servicer's classification of  
the                                                                             

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Post Closing Request as a Category 3 Request and shall refer such Category 3    
Request to the Special Servicer for handling in accordance with the Pooling and 
Servicing Agreement.                                                            

           b) Upon such referral, Primary Servicer shall notify the applicable
Mortgagor of such referral and shall direct the Mortgagor that all further      
correspondence and interaction regarding the applicable Category 3 Request shall
be directed to and through the Special Servicer (unless the Special Servicer and
Master Servicer shall otherwise direct the Primary Servicer). Primary Servicer  
shall forward all correspondence and other information regarding such request in
its possession to Special Servicer.                                             

B. Dispute of Classification.                                                   

     1. Notification of Dispute. If either Master Servicer or Special Servicer
disputes the classification of Primary Servicer of any Post Closing Request (for
purposes of this Section B, the term "classification" shall include a           
Materiality Determination of Primary Servicer regarding a Category 1 Consent    
Aspect with respect to such Post Closing Request), then Master Servicer or      
Special Servicer, as applicable, shall notify Primary Servicer of such dispute  
promptly (but in no event more than five (5) Business Days from Primary         
Servicer's notice of such classification) in writing and the specific reasons   
for such dispute. The parties shall then work in good faith for a period not    
more than five (5) Business Days to resolve the classification of the Post      
Closing Request. Primary Servicer's classification of a Post Closing Request    
shall govern the handling of such request absent Primary Servicer's receipt of  
notice of such dispute within the specified time period but shall not diminish  
the obligation of Primary Servicer to classify Post Closing Requests in         
accordance with this Agreement and to handle such requests in accordance with   
this Agreement and the Pooling and Servicing Agreement and with respect to an   
A/B Mortgage Loan, the related A/B Intercreditor Agreement.                     

      2. Resolution of Dispute in Absence of Agreement. If after such good faith
efforts to resolve such classification dispute the parties cannot agree to a    
classification, then the following shall apply: For Mortgage Loans or A/B       
Mortgage Loans that individually, or together with all other Mortgage Loans and 
A/B Mortgage Loans that have the same or an affiliated Mortgagor or that are    
cross-collateralized with such Mortgage Loans or A/B Mortgage Loans have a      
principal balance on the Cut-Off Date that is in excess of two percent (2%) of  
the then Aggregate Principal Balance, then the good faith classification of the 
Master Servicer or Special Servicer, as applicable, shall govern. For Mortgage  
Loans that individually, or together with all other Mortgage Loans and A/B      
Mortgage Loans that have the same or an affiliated Mortgagor or that are        
cross-collateralized with such Mortgage Loans or A/B Mortgage Loans have a      
principal balance on the Cut-Off Date that is equal to or less than two percent 
(2%) of the then Aggregate Principal Balance, then the good faith classification
of the Primary Servicer shall govern; provided that, in no event, shall Primary 
Servicer's classification govern if such classification would, in the sole      
judgment of Master Servicer or Special Servicer (as applicable), conflict with  
any provision of the Pooling and Servicing Agreement or result in a default by  
Master Servicer or Special Servicer under the Pooling and Servicing Agreement.  

  3. Processing of Post Closing Request During Dispute. During a pending
dispute over classification of a Post Closing Request, the parties shall        
continue to cooperate to process such request in accordance with Primary        
Servicer's initial classification until a resolution is achieved or, failing    
resolution, the Post Closing Request is classified in accordance with the terms 
of Section B.2 of this Exhibit B-2(c). Master Servicer and Primary Servicer     
acknowledge that it is a goal of both parties not to unduly burden or delay the 
processing of a Post Closing Request even though a dispute about classification 
of such request may exist but in any event the processing of a Post Closing     
Request must be accomplished in a manner consistent and in compliance with the  
Pooling and Servicing Agreement and with respect to an A/B Mortgage Loan, the   
related A/B Intercreditor Agreement.                                            

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 EXHIBIT B-3
Forms of Property Inspection Reports

See CMSA Website

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EXHIBIT B-4                                                                     
TASK DESCRIPTION                                                                

MASTER SERVICER/PRIMARY SERVICER TASK LIST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-TOP25

Note: Some listed tasks designate more than one party to perform that function  
      by placing an "X" in more than one column. In these instances, the parties
shall follow any specific guidance about the allocation of          
responsibilities in completing the task found in the terms of this  
  Agreement (including Exhibits B-2 and B-3). In the absence of specific
  allocation of obligations in this Agreement, the parties shall work in
     good faith to allocate responsibilities in a fair and equitable manner in
   accordance with this Agreement and the Pooling and Servicing Agreement.

                                                        [Enlarge/Download Table]

                                                                                         MASTER      PRIMARY     SPECIAL     TRUSTEE
                                                                                        SERVICER    SERVICER     SERVICER           
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
1. Asset Files                                                                                                                      
   Original credit file management                                                                      X                           
   Original collateral file (security)                                                                                           X  
   Authorized parties list for request for release of collateral from Trustee               X           X                           
   Establish servicing files criteria                                                       X           X                           
   Provide access to servicing files and copies of servicing files or of specific                       X                           
   docs upon request to the Master Servicer                                                                                         
   Request delivery of files from Trustee upon request and certification of Primary                     X                           
   Servicer                                                                                                                         

2. Property Taxes                                                                                                                   
   Preparation and delivery of quarterly tax delinquency reports                                        X                           
   Monitoring of tax status - Loans with/without escrows                                                X                           
   Recommendation of payment of taxes - Loans with/without escrows                                      X                           
   Notification of advance requirement 3 business days prior to advance being required                  X                           
   Payment of taxes - with sufficient escrows                                                           X                           
   Payment of taxes - with escrow shortfall                                                 X                                       

3. Property Insurance                                                                                                               
   Preparation and delivery of quarterly insurance tickler reports                                      X                           
   Monitoring of insurance status - Loans with/without escrows                                          X                           
   Ensure insurance carrier meets Pooling and Servicing Agreement qualifications                        X                           
   Ensure insurance in favor of the Master Servicer on behalf of the Trustee                            X                           
   Recommendation of payment or force placement of insurance with/without escrow                        X                           
   Notification of advance requirement or force placement of insurance 3 business                       X                           
   days prior to advance being required                                                                                             

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                                                                                         MASTER      PRIMARY     SPECIAL     TRUSTEE
                                                                                        SERVICER    SERVICER     SERVICER           
------------------------------------------------------------------------------------------------------------------------------------
   Payment of insurance - with sufficient escrows                                                       X                           
   Payment of insurance or force placement - with escrow shortfall                          X                                       
   Category 1 Requests and Deemed Category 1 Requests                                                                               
      Preparation and presentment of claims                                                             X                           
      Collection of insurance proceeds                                                                  X                           
   Category 2 Requests                                                                                                              
      Preparation and presentment of claims                                                 X                                       
      Collection of insurance proceeds                                                      X                                       

4. UCC Continuation Filings                                                                                                         
   Preparation and delivery of quarterly UCC tickler report                                             X                           
   Maintain tickler system of refiling the dates on all Loans                                           X                           
   File UCC Continuation Statements                                                                     X                           
   Pay recording fees                                                                                   X                           
   Monitor tickler system                                                                               X                           

5. Collection/Deposit/Distribution of P&I payments and Principal Prepayments                                                        
   Collection and deposit of loan P&I payments                                                          X                           
   Remittance of available Primary Servicer P&I payments to Master Servicer and B                       X                           
   Note holders, as applicable (net of Aggregate Servicing Fee and other fees payable                                               
   to the Primary Servicer by the B Note holders)                                                                                   
   Provide Collection Reports to Master Servicer                                                        X                           
   Distribution of P&I payments to the Trustee                                              X                                       
   Distribution of Special Servicer compensation                                            X                                       
   Approval of Prepayment Premiums                                                          X                                       

6. Collection/Deposit/Disbursement of Reserves                                                                                      
   Collection and deposit of reserves                                                                   X                           
   Disbursement of reserves                                                                             X                           

7. Customer Billing, Collection and Customer Service                                                                                
   Contact delinquent borrowers by phone 3 days after delinquent date                                   X                           
   Send 30 day delinquent notices                                                                       X                           
   Send notice of balloon payment to each Mortgagor one year, 180, and 90 days prior                    X                           
   to the related maturity date                                                                                                     
   Provide copy of Balloon Mortgage Loan notice to Master Servicer                                      X                           

8. Escrows                                                                                                                          

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                                                                                         MASTER      PRIMARY     SPECIAL     TRUSTEE
                                                                                        SERVICER    SERVICER     SERVICER           
------------------------------------------------------------------------------------------------------------------------------------
   Setup and monitor Escrow Accounts including escrow analysis                                          X                           
   Pay borrower investment income required                                                              X                           
   Prepare annual escrow analysis                                                                       X                           

9. Loan payment history/calculation                                                                                                 
   Maintain loan payment history                                                                        X                           
   Create payoff/reinstatement statements and telecopy to Master Servicer                               X                           
   Approve payoff calculations and telecopy approval to Primary Servicer within five        X                                       
   (5) Business Days                                                                                                                

10. Monitoring of Financial and Legal Covenants                                                                                     
   Collect quarterly and annual operating statements, budgets, rent rolls and                           X                           
   borrower financial statements, as applicable.                                                                                    
   Deliver Operating Statement Analysis Report, CMSA Financial File and NOI                             X                           
   Adjustment Worksheet in accordance with Section 2.1(c)(viii) of this Agreement.                                                  
   Deliver one (1) copy of quarterly and annual operating statements, budgets, rent                     X                           
   rolls and borrower financial statement, as applicable, within thirty (30) days of                                                
   Primary Servicer's receipt                                                                                                       
   Complete CMSA Loan Setup File for Mortgage Loans                                         X           X                           
   Complete CMSA Loan Periodic Update File for Mortgage Loans                               X                                       
   Complete and deliver CMSA Property File for Mortgage Loans                                           X                           
   Complete and deliver quarterly Operating Statement Analysis Report and CMSA              X           X                           
   Quarterly Financial File in accordance with Section 2.1(c)(viii) of this Agreement.                                              
   Cash account Reconciliations - Copies of monthly bank statements for all deposit,                    X                           
   escrow and reserve accounts                                                                                                      
   CMSA Supplemental Reports                                                                                                        
      Complete Servicer Watch List                                                                      X                           
      Complete Comparative Financial Status Report                                                      X                           
      Delinquent Loan Status Report                                                         X                                       
      REO Status Report                                                                     X                                       
      Historical Loan Status Report                                                         X                                       
      Historical Liquidation Report                                                         X                                       
      CMSA Loan Level Reserve/LOC Report                                                                X                           

11. Advancing                                                                                                                       
   Determination of Non-Recoverability                                                      X                                       

12. Borrower Inquiries/Performing Loans                                                                                             

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                                                                                         MASTER      PRIMARY     SPECIAL     TRUSTEE
                                                                                        SERVICER    SERVICER     SERVICER           
------------------------------------------------------------------------------------------------------------------------------------
   Performing Loans - respond to routine billing questions                                              X                           
   Category 1 Requests and Deemed Category 1 Requests                                                                               
      Assumptions & Due on sale:                                                                                                    
            Borrower contact and data gathering                                                         X                           
            Underwriting and analysis of request                                                        X                           
            Approval of assumption                                                                      X                           
            Consent to assumption                                                                                   X               
            Close assumption                                                                            X                           
   Category 2 Requests                                                                                                              
      Assumptions & Due on sale:                                                                                                    
            Initial Borrower contact and data gathering                                                 X                           
            Underwriting and analysis                                                                   X           X               
            Approval of assumption                                                                      X           X               
            Consent to assumption                                                                                   X               
            Close assumption (directly with Borrower)                                                   X                           

   Category 1 Requests and Deemed Category 1 Requests                                                                               
      Additional Liens, Monetary Encumbrances or Mezzanine Financing:                                                               
            Borrower contact and data gathering                                                         X                           
            Underwriting and analysis of request                                                        X                           
            Approval of additional lien, monetary encumbrance or mezzanine financing                    X                           
            Consent to additional lien, monetary encumbrance or mezzanine financing                                 X               
            Close additional lien, monetary encumbrance or mezzanine financing                          X                           
   Category 2 Requests                                                                                                              
      Additional Liens, Monetary Encumbrances or Mezzanine Financing:                                                               
            Initial Borrower contact and data gathering                                                 X                           
            Underwriting and analysis                                                                   X           X               
            Approval of additional lien, monetary encumbrance or mezzanine financing        X                       X               
            Consent to additional lien, monetary encumbrance or mezzanine financing                                 X               
            Close additional lien, monetary encumbrance or mezzanine financing                          X                           
            (directly with Borrower)                                                                                                

   Modifications (Non-Money Terms), Waivers, Consents and Extensions up to 60 days                                                  
   (not otherwise provided in this Agreement):                                                                                      
      Initial Borrower contact and data gathering                                                       X                           
      Underwriting and analysis                                                                         X                           
      Approval of modification and extensions up to 60 days (Category 1 Requests and                    X                           
      Deemed Category 1 Requests)                                                                                                   

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                                                                                         MASTER      PRIMARY     SPECIAL     TRUSTEE
                                                                                        SERVICER    SERVICER     SERVICER           
------------------------------------------------------------------------------------------------------------------------------------
      Approval of modification and extensions up to 60 days (Category 2 Request)            X                                       
      Consent to modification and waivers and other consents  (not otherwise provided                               X               
      in this Agreement)                                                                                                            
      Closing Documents and Closing                                                                     X                           
   Modification (Money Terms):                                                                                      X               
   Extensions of Maturity Date (more than 60 days):                                                                 X               
   Response to request for Discounted Payoffs, Workouts, Restructures, Forbearances                                 X               
   and Casualties                                                                                                                   
   Condemnation (only with respect to Specially Serviced Mortgage Loans the Special         X           X           X               
   Servicer will perform such functions)                                                                                            

13. Monthly Reporting (Hardcopy & Electronic mail)                                                                                  
   Day One Report                                                                                       X                           
   Delinquency and past due reporting on all Loans                                                      X                           
   Deliver on April 25, July 25, October 25 and January 25 of each year a Quarterly                     X                           
   Servicing Accounts Reconciliation Certification in the form of Exhibit D                                                         

14. Category 1 Requests and Deemed Category 1 Requests                                                                              
      Release of Collateral                                                                                                         
            Determination if collateral should be released                                              X                           
            Consent to release collateral                                                               X                           
            Request delivery of files from Trustee upon Primary Servicer request and                    X                           
            certification                                                                                                           
            Preparation and recordation of release deeds all Loans (full and partial)                   X                           
   Category 2 Requests                                                                                                              
      Release of Collateral                                                                                                         
            Initial Borrower contact and data gathering                                                 X                           
            Underwriting and analysis                                                                   X                           
            Determination if collateral should be released                                  X                                       
            Consent to release collateral                                                   X                                       
            Request delivery of files from Trustee                                                      X                           
            Preparation and recordation of release deeds all Loans (full and partial)                   X                           

15. Property Annual Inspections                                                                                                     
   Conduct site inspection per Pooling and Servicing Agreement requirement                              X                           
   Provide 3 copies of site inspection reports to the Master Servicer within 30 days                    X                           
   of inspection but not later than December 15 of each year beginning in 2007                                                      

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                                                                                         MASTER      PRIMARY     SPECIAL     TRUSTEE
                                                                                        SERVICER    SERVICER     SERVICER           
------------------------------------------------------------------------------------------------------------------------------------
16. Preparation of servicing transfer letters                                                           X                           

17. Preparation of IRS Reporting (1098s and 1099s or other tax reporting                                X                           
   requirements) and delivery of copies to the Master Servicer by January 31 of each                                                
   year                                                                                                                             

18. Provide Primary Servicer Form 8-K Information Reports, Primary Servicer Form                        X                           
   10-DInformation Reports and Primary Servicer Form 10-K Information Reports at the                                                
   times and in the manner set forth in Section 5.13(c) of this Primary Servicing                                                   
   Agreement                                                                                                                        

19. Provide annual statement of compliance at the times and in the manner set forth                     X                           
   in Section 5.13(c) of this Primary Servicing Agreement                                                                           

20. Provide either (a) a report regarding Primary Servicer's assessment of                              X                           
   compliance with servicing criteria and a report by a registered public accounting                                                
   firm that attests to and reports on such assessment report or (b) a report of a                                                  
   firm of independent public accounts based on USAP-compliant examinations, as the                                                 
   case maybe, at the times, in the manner and as specified in Section 5.13(c) of this                                              
   Primary Servicing Agreement.                                                                                                     

21. Provide annual Sarbanes-Oxley back-up certification at the times and in the                         X                           
   manner set forth in Section 5.13(c)(v) of this Primary Servicing Agreement                                                       

22. Compensation                                                                                                                    
   Primary Servicer Fee and other fees payable to the Primary Servicer by the B Note                    X                           
   holders                                                                                                                          
   Investment earnings on Primary Servicer Collection Account                                           X                           
   Investment earnings on tax & insurance reserves not payable to borrower                              X                           
   Investment earnings on reserve accounts not payable to borrower                                      X                           
   Late charges to the extent collected from borrower (offsets advance interest per         X                                       
   Pooling and Servicing Agreement)                                                                                                 

23. Defeasance                                                                                                                      
   Coordinate, analyze, approve, and process defeasance request                                         X                           
   Consent to defeasance                                                                    X                                       
   Service Defeasance Loans                                                                             X                           
   Retain all fees associated with Defeasance Loans                                                     X                           

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 EXHIBIT C

Form of Power of Attorney from Master Servicer

RECORDING REQUESTED BY:                                             

AND WHEN RECORDED MAIL TO:                                          

Attention: Commercial Mortgage Pass-                                
Through Certificates Series 2007-TOP26                        

Space above this line for Recorder's use
--------------------------------------------------------------------------------

 LIMITED POWER OF ATTORNEY
 (MASTER SERVICER)

    WELLS FARGO BANK, NATIONAL ASSOCIATION, acting solely in its
capacity as Master Servicer ("Master Servicer"), under the Pooling and Servicing
Agreement dated as of April 1, 2007 (the "Pooling and Servicing Agreement") and 
a Primary Servicing Agreement dated as of April 1, 2007 (the "Primary Servicing 
Agreement"), in each case relating to the Commercial Mortgage Pass-Through      
Certificates, Series 2007-TOP26, does hereby nominate, constitute and appoint   
Principal Global Investors, LLC ("PGI"), as Primary Servicer under the Primary  
Servicing Agreement ("Primary Servicing Agreement"), as its true and lawful     
attorney-in-fact for it and in its name, place, stead and for its use and       
benefit:                                                                        

            To perform any and all acts which may be necessary or appropriate to
enable PGI to service and administer the Mortgage Loans (as defined in the      
Primary Servicing Agreement) in connection with the performance by PGI of its   
duties as Primary Servicer under the Primary Servicing Agreement, giving and    
granting unto PGI full power and authority to do and perform any and every act  
necessary, requisite, or proper in connection with the foregoing and hereby     
ratifying, approving or confirming all that PGI shall lawfully do or cause to be
done by virtue hereof.                                                          

            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of ______________.                   

                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
                               acting solely in its capacity as Master
                                Servicer under the Pooling and Servicing
                           Agreement and the Primary Servicing
 Agreement

                                  By:_______________________________________

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Name:   
Title:  

D-2 

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 EXHIBIT D

 Quarterly Servicing Accounts Reconciliation Certification

Primary Servicer: Principal Global Investors, LLC       

        RE: Bear Stearns Commercial Mortgage Securities Inc., Commercial
Mortgage Pass-Through Certificates, Series 2007-TOP26                           

       Pursuant to the Primary Servicing Agreement between Wells Fargo
Bank, National Association ("Wells Fargo Bank") and Principal Global Investors, 
LLC ("Primary Servicer") for the transaction referenced above, I hereby certify 
with respect to each mortgage loan serviced by Primary Servicer for Wells Fargo 
Bank for such transaction that within 25 days after the end of each of the      
months of [January, February and March][April, May and June][July, August and   
September][October, November and December], any and all deposit accounts, escrow
accounts and reserve accounts, and any and all other collection accounts and    
servicing accounts, related to such mortgage loan have been properly reconciled,
and the reconciliations have been reviewed and approved, by Primary Servicer's  
management, except as otherwise noted below:                                    

  EXCEPTIONS: ______________________________________________

__________________________  [Signature]                 

Name: [INSERT NAME OF SERVICING OFFICER]                
Title: Servicing Officer, Principal Global Investors, LLC                       

Date: [April, July, October, January] 25, [20__]        

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 EXHIBIT E

Form of Cover Page for Report or Certification

 Compliance Information Report

                                                        [Enlarge/Download Table]

                                                                                                           
Identifying Information for this Report:                                                                   

Date of Submission:                     _______                                                            
Depositor:                              ________________________________________________                   
Trust:                                  ________________________________________________                   
Pooling and Servicing Agreement:        Pooling and Servicing Agreement dated as of _______, ___, among    
                                        ____________________________________.                              
Subservicing Agreement:                 Subservicing Agreement dated as of ________, ___, between Wells    
                                        Fargo Bank, National Association, as master servicer, and          
                                        ______________, as Primary Servicer.                               
Master Servicer:                        Wells Fargo Bank, National Association                             
Primary Servicer:                       ________________________________________________                   
Primary Servicer Contact Person:        [Name][telephone][facsimile][email address]                        

This Report Contains the Following Information:                                                            
Immediate Reporting:                                                                                       
                |_|                     Form 8- K Reporting Information                                    
Monthly Reporting:                                                                                         
                |_|                     Form 10-D Reporting Information                                    
Annual Reporting:                                                                                          
                |_|                     Form 10-K Reporting Information                                    
Annual Compliance:                                                                                         
                |_|                     Compliance Assessment Report (Item 1122(a)) by Primary Servicer on 
                                        Compliance With Servicing Criteria in Item 1122(d) of Regulation AB
                |_|                     Attestation Report (Item 1122(b)) by Registered Public Accounting  
                                        Firm on Compliance Assessment Report                               
                |_|                     Statement of Compliance (Item 1123)                                
                |_|                     Sarbanes-Oxley Back-Up Certification                               

This Report Amends Prior Reporting Information:                                                            

                |_|                     Yes - Date of Submission of Prior Reporting Information:           

                                              _____/______/______                                          

                |_|                     No                                                                 

G-1 

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APPENDIX 1                                                                      
Items Required for Defeasance Submission to Master Servicer                     
 REQUEST FOR MASTER SERVICER CONSENT TO DEFEASANCE

      Primary Servicer shall submit to Master Servicer the following
listed items to seek the consent of Master Servicer to a defeasance of a        
Mortgage Loan or an A/B Mortgage Loan that Primary Servicer is permitted to     
process under this Primary Servicing Agreement.                                 

1.    Copy of written notice to Primary Servicer from Mortgagor requesting      
defeasance of the applicable Mortgage Loan.                         

2.    An Executed Certificate substantially in the form attached hereto at      
Exhibit A.                                                          

3.    (i) A description of the proposed defeasance collateral, (ii) written     
     confirmation from an independent accountant stating that payments made on
 such defeasance collateral are sufficient to pay the subject Mortgage
     Loan, and (iii) a copy of the form of opinion of counsel from the related
  Mortgagor or other counsel that the related Trust has the benefit of a
  first lien, perfected security interest in the defeasance collateral..

4.    Such other items as are reasonably required by Master Servicer consistent 
    with the Servicing Standard as long as such requirements may be required
of the related Mortgagor under the related Loan Documents without   
additional expense to Primary Servicer or Master Servicer.          

Appendix 1

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 EXHIBIT A TO APPENDIX 1

 PRIMARY SERVICER DEFEASANCE CERTIFICATE

[INSERT DATE], 20[_]

RE: Defeasance of the "[INSERT NAME OF MORTGAGE LOAN FROM SCHEDULE I]"          
(Prospectus ID Number: [INSERT ID NUMBER]) mortgage loan (the "Mortgage Loan")  
to [INSERT NAME OF MORTGAGOR] (the "Mortgagor") serviced by Principal Global    
Investors, LLC, as primary servicer (the "Primary Servicer") pursuant to that   
Primary Servicing Agreement (the "Primary Servicing Agreement") dated as of     
April 1, 2007, between Primary Servicer and Wells Fargo Bank, National          
Association, as master servicer (the "Master Servicer") relating to the Bear    
Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through   
Certificates, Series 2007-TOP26.                                                

The undersigned hereby certifies to the Master Servicer on behalf of the Primary
Servicer as of the date hereof as follows:                                      

1. The Mortgagor has the right to defease the Mortgage Loan pursuant to the loan
documents (the "Loan Documents") related to the Mortgage Loan.                  

2. The Mortgagor will have satisfied all of the requirements for the defeasance 
of the Mortgage Loan under the Loan Documents by the closing date of the        
defeasance.                                                                     

3. (i) The Primary Servicer has retained outside legal counsel with experience  
reviewing and documenting the defeasance of commercial mortgage loans to review 
the Loan Document defeasance provisions and to document the defeasance of the   
Mortgage Loan in accordance therewith and (ii) the Primary Servicer has provided
or will provide such legal counsel with the Loan Documents needed for such      
purposes.                                                                       

PRINCIPAL GLOBAL INVESTORS, LLC                                                 

By:____________________________                                                 
Name:                                                                     
Title:                                                                    

Exhibit A to Appendix 1 

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APPENDIX 2
Assignment and Assumption Submission to Special Servicer

PRESENT MORTGAGOR:                                                              

PROPOSED MORTGAGOR:                                                             

PRIMARY SERVICER #:                                                             

SPECIAL SERVICER #:                                                             

COLLATERAL TYPE:              (Retail, Industrial, Apartments, Office, etc.)    

ADDRESS:                      Property Address                                  

 City, State, zip code

ASSET STATUS:                 As of (date)                                      

Principal Balance:                  $                               
Unpaid Accrued Interest:            $                               
Unpaid Late Fees/other fees:        $                               
Tax Escrow Balance:                 $                               

INSURANCE ESCROW BALANCE:      $  

Reserve Escrow Balance:             $                               
Monthly (P&I) Payment:              $                               
Interest Rate:                      %                               
Date Principal Paid To:                                             
Date Interest Paid To:                                              
Maturity Date:                                                      
Origination Date:                                                   

Executive Summary:                                                              

1.    Summarize the transaction                                                 

  a.    note any significant modification of terms of the Loan Documents
      permitting assumption that could result in Adverse REMIC Event

2.    Discuss proposed Mortgagor entity and ownership structure                 

     a.    include any changes in level of SAE or SPE compliance from existing
Mortgagor as noted on Asset Summary attached)           

Page 1 of Appendix 2

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3.    How will title be held                                                    

4.    Source of cash for down payment                                           

5.    Briefly describe collateral                                               

a.    Size, occupancy, primary tenants, location                    

b.    Prior year NOI and DSCR and Pro-forma NOI DSCR                

6.    Complete the chart below:                                                 

The sale terms and property characteristics are summarized as follows:          

Purchase price                                  $                               
Buyer down payment                              $        (%)                    
Estimated closing date                                                          
1% loan fee split: Principal                    40% - $                         
WFB, Master Serv.                          10% - $                    
Centerline, Special Serv.                  50% - $                    
Most recent appraised value according to        $                               
appraisal in Primary Servicer's possession                                      
Loan-to-value as if initial underwriting        %                               
Occupancy as of                                 %                               
12/31/__ NOI                                    $                               
Debt service coverage as of                     x                               

Financial Condition of Proposed Mortgagor/Guarantor:                            

1.   Explain background and experience of the proposed Mortgagor/principals;    
   describe any deficiencies in Mortgagor's ability to meet creditworthiness
    and experience requirements of Loan Documents and compare creditworthiness
   and experience of proposed Mortgagor to that of transferring Mortgagor to
the extent information about transferring Mortgagor is available.     

2.   State date of the financial statement, who prepared, if CPA, state the     
opinion rendered, how assets are valued                               

3.   Highlight Balance sheet and Income statement                               

      a.    Describe significant assets (e.g. obtain from proposed Mortgagor and
     Guarantor (as applicable) information about how it values its
assets)                                                 

b.    Related debt                                                  

4.    For public companies that have historical financial information:          

      a.    Spread Balance Sheet for minimum of two (2) years (request three (3)
years, if available)                                    

     b.    Spread and commonsize Income statement for minimum of two (2) years
(request three (3) years, if available);                

5.   Explain results of credit checks, legal searches and banking credit        
references (two required)                                             

6.   If Rating Agency Confirmation is permitted under applicable Loan Documents,
note if such Confirmation will be sought                              

2 of Appendix 2 

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7.   Describe whether assigning Mortgagor and/or Guarantors will be released    
   from its obligations under the Loan Documents [from and after the date of
the transfer]. If so, describe extent of release and rationale for it.

Project Status & Description: (See attached Asset Summary, most recent          
Inspection Report and most recent rent roll)                                    

1. Describe any current, material issues regarding the operating status of the  
property:                                                                       

(e.g. issues surrounding current occupancy, anchor tenants, tenant rollover)    

Property Financial Summary: (See attached Income and Expense Statements for     
Mortgaged Property and year-to-date operating statements)                       

New Environmental and Engineering Developments (if any) and Status of Issues    
identified in Original Reports or Loan Documents as needing Remediation: (See   
attached Asset Summary)                                                         

1.    Describe any material issues requiring remediation contained in original  
reports                                                             

2.    Describe current status of issue and remediation                          

Escrow Status:                                                                  

1.    Explain status of all reserves                                            

Property Management Summary:                                                    

1.    Who is proposed property management firm                                  

2.    Background and Experience                                                 

Collateral Valuation:                                                           

1.    Discuss the original appraisal                                            

A.    Who prepared                                                  

    B.    Attach Executive Summary and discussion of approach to value given
    most weight from most recent appraisal in Primary Servicer's
possession                                              

2.    Comparison of the following (original to actual property):                

A.    Vacancy                                                       

B.    Rents                                                         

C.    Taxes                                                         

D.    Other Key Expenses                                            

Current Market Conditions:                              

      Briefly state material current real estate market dynamics and
economic influences that may affect the operational performance of the property.

Recommendation:                                                                 

1.    STATE RECOMMENDATION FOR APPROVAL.                                        

3 of Appendix 2 

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2.    HIGHLIGHT STRENGTHS AND WEAKNESSES. HOW ARE WEAKNESSES MITIGATED? (BULLET 
POINTS ARE FINE)                                                    

4 of Appendix 2 

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Request for Special Servicer Consent:                                           

Primary Servicer hereby recommends and requests consent of Special Servicer to  
the foregoing Assignment and Assumption.                                        

< >                                                                             

By: _______________________________________                                     

Title: ____________________________________                                     

Date: _____________________________________                                     

Consent to Assignment & Assumption is given:                                    
CENTERLINE SERVICING, INC, acting solely in its capacity as                     
Special Servicer                                                                

By: _______________________________________                                     

Title: ____________________________________                                     

Date: _____________________________________                                     

5 of Appendix 2 

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 Schedule of Exhibits to Assumption Submission

1.    Financial statements of purchasing entity and any guarantors (audited, if 
available)                                                          

2.    Financial statement of selling entity only if available                   

3.    Bank and /or credit references for transferee                             

4.    Credit report for principal(s) of the proposed borrowing entity.          

5.    Most recent Income & Expense Statement for Mortgaged Property and         
operating statement review                                          

6.    Income & Expense Statement for Mortgaged Property for previous two (2)    
years to the extent available                                       

7.    Most recent Property Inspection report                                    

8.    Original Asset Summary for Mortgaged Property                             

9.    Purchase and Sale Agreement                                               

10.   If available from Mortgagor, diagram of proposed ownership structure,     
including percentages of ownership                                  

11.   Proposed property management agreement                                    

12.   Description and source of equity being used for the purchase, if available

13.   Most recent Rent Roll                                                     

14.   Copy of Promissory Note, Mortgage and any Loan Agreement                  

15.   Other items as required by the description set forth above                

6 of Appendix 2 

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APPENDIX 3

Additional Lien, Monetary Encumbrance or Mezzanine Financing Submission to
Special Servicer

Mortgagor:                                                                      

Master Servicer Loan  #:                                                        

Primary Servicer Loan #:                                                        

Collateral Type:                  (Retail, Industrial, Apartments, Office, etc.)

Address of Property:                                                            

Asset Status                                As of (date):                       
Principal Balance:                     $                                  
Unpaid Accrued Interest:               $                                  
Unpaid Late Fees/other fees:           $                                  
Tax Escrow Balance:                    $                                  
Insurance Escrow Balance:              $                                  
Monthly P+I Payment:                   $                                  
Interest Rate:                         %                                  
Date Principal Paid To:                                                   
Date Interest Paid To:                                                    
Origination Date:                                                         
Maturity Date:                                                            

Executive Summary:                                                              

1.    Summarize the transaction                                                 

a.    note deviations from requirements for subordinate/mezzanine   
financing contained in Loan Documents                   

  b.    if Rating Agency Confirmation is permitted under applicable Loan
Documents, note if such Confirmation will be sought     

2.    State amount and purpose of Lien/Financing                                

3.    Interest Rate                                                             

4.    Amount of Monthly/Periodic Payment (identify if P&I or Interest only)     

5.    Identify Subordinate/Mezzanine Lender                                     

   a.    provide any information furnished by Mortgagor regarding proposed
lender                                                  

6.    Collateral pledged or mortgaged as security:                              

7.    Briefly describe collateral                                               

a.    Size, occupancy, primary tenants, location                    

Page 1 of Appendix 3

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    b.    NOI and DSCR for prior year and, if available, prior two years and
Pro-forma NOI DSCR                                      

8.    Complete the chart below:                                                 

2 of Appendix 3 

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The transaction terms and property characteristics are summarized as follows:   

Estimated closing date for financing:                                           
Administrative fee to Primary Servicer          $                               
Additional Fees, if any                         $                               
(50%: Special Servicer; 10%: Master Servicer;                                   
40%: Primary Servicer                                                           
Most recent appraised value according to        $                               
appraisal in Primary Servicer's possession                                      
Loan-to-value as of initial underwriting        %                               
Occupancy as of                                 %                               
12/31/__ NOI                                    $                               
Debt service coverage as of                     x                               

Project Status & Description: (See attached Asset Summary, most recent          
Inspection Report and most recent rent roll)                                    

1. Describe any current, material issues regarding the operating status of the  
property:                                                                       

(e.g. issues surrounding current occupancy, anchor tenants, tenant rollover)    

Property Financial Summary: (See attached most recent Income and Expense        
Statement for Mortgaged Property and operating statement review)                

Escrow Status:                                                                  

1. Explain status of all Reserves                                               

Collateral Valuation:                                                           

1.    Discuss the original appraisal                                            

A.    Who prepared                                                  

    B.    Attach Executive Summary and discussion of approach to value given
    most weight from most recent appraisal in Primary Servicer's
possession                                              

2.    Comparison of the following (original to actual property):                

A.    Vacancy                                                       

B.    Rents                                                         

C.    Taxes                                                         

D.    Other Key Expenses                                            

Current Market Conditions:                              

      Briefly state material current real estate market dynamics and
economic influences that may affect the operational performance of the property.

3 of Appendix 3 

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Recommendation:                                                                 

1.    STATE RECOMMENDATION FOR APPROVAL.                                        

2.    HIGHLIGHT STRENGTHS AND WEAKNESSES. HOW ARE WEAKNESSES MITIGATED? (BULLET 
POINTS ARE FINE)                                                    

Request for Special Servicer Consent:                                           

Primary Servicer hereby recommends and requests consent of Special Servicer to  
the foregoing [Subordinate/Mezzanine] Financing.                                

< >                                                                             

By: _______________________________________                                     

Title: ____________________________________                                     

Date: _____________________________________                                     

Consent to Additional Lien, Monetary Encumbrance or Mezzanine Financing as      
described above is given:                                                       

CENTERLINE SERVICING INC., acting solely in its capacity as                     
Special Servicer                                                                

By: _______________________________________                                     

Title: ____________________________________                                     

Date: _____________________________________                                     

4 of Appendix 3 

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Schedule of Exhibits to Additional Lien, Monetary Encumbrance or Mezzanine
Financing Submission

1.    Most recent Income & Expense Statement for property and operating         
statement review                                                    

2.    Original Asset Summary for Mortgaged Property                             

3.    [For Mezzanine financing: If available from Mortgagor, diagram of proposed
ownership structure, including percentages of ownership]            

4.    [For subordinate mortgage: Copy of Subordination/Intercreditor Agreement  
in substantially the form to be executed with subordinate lender]   

5.    Copy of Note, Mortgage and any Loan Agreement                             

6.    Copy of subordinate loan documents in substantially the form to be        
executed                                                            

7.    Most recent Rent Roll.                                                    

8.    Other items as required by the description set forth above                

5 of Appendix 3 

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APPENDIX 4

Lease Summary Submission Package

                                                 Loan # ________________________

Borrower Name: _________________________________________________________________
Property Name: _________________________________________________________________
Total Property NRSF (Per Rent Roll): ___________________________________________
Lease Sq. Footage ________ % of Total NRSF                                      
Is Lease A Major Lease Per Loan Docs (Y/N) _____________________________________

 LEASE INFORMATION
1.   Parties to Lease                                                           
     a.    Landlord:____________________________________________________________
     b.    Rent Commencement Date: _____________________________________________
     c.    Tenant:______________________________________________________________
     d.    Parent Company (if applicable):______________________________________
     e.    Subtenant and/or Assignee (if applicable):___________________________
     f.    If Yes, Is Original Tenant Liable? (Y/N)_____________________________
     g.    Guarantor(s):________________________________________________________
     h.    Tenant financial statements attached:________________________________
     i.    If not, why:_________________________________________________________

2.   Basic Lease Terms                                                          
     a.    Lease Commencement Date: ____________________________________________
     b.    Rent Commencement Date: _____________________________________________
     c.    Lease Expiration: ___________________________________________________
d.    Unexercised Extension Options (Y/N):                            
      ________________________________________________________________
-If Yes, # of Options/Term (i.e. 1-3 yrs):                
      ________________________________________________________________
-Terms:                       

________________________________________________________________________________
e.    Lease Type (Credit/Form):                                       

Page 1 of Appendix 3

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     ___________________________________________________________________________
     f.    Use of Premises: ____________________________________________________

3.   Lease Economic Terms                                                       

a.    Current Base Annual Rent $                                      
           _____________________________________________________________________

b.    Scheduled Increases Date/New Annual:                            
           _____________________________________________________________________

c.    Increases/Option Periods (Date/New Annual Rent/PSF):            
           _____________________________________________________________________

d.    Percentage Rent Clause? Breakpoint:                             
           _____________________________________________________________________

e.    TI Amortization Component:                                      
           _____________________________________________________________________

f.    Rent Concessions (enter month):                                 
           _____________________________________________________________________

4.   Expense Reimbursement Recoverable From the Lease (Only note those that     
apply):                                                               

     a.    Taxes________________________________________________________________
     b.    Insurance____________________________________________________________
     c.    Management Fees______________________________________________________
     d.    Utilities____________________________________________________________
     e.    Non-Structural Maintanance/Repair____________________________________
     f.    Contract Services ___________________________________________________
     g.    Administrative (% of CAM) ___________________________________________
     h.    Professional Fees____________________________________________________
     i.    CAM__________________________________________________________________

2 of Appendix 3 

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5.   Options                                                                    

     a.    Purchase Option (Note Date/Terms): __________________________________
     b.    Right of First Refusal (Note Date/Terms/Reference DOT):______________

6.   Other Information (Only note those that apply):                            

     a.    Expense Stop Formula_________________________________________________
     b.    Base Year____________________________________________________________
     c.    Security/Other Deposits______________________________________________
     d.    Tenant Improvement Allowance_________________________________________
           -Above Standard TI's?________________________________________________

7.    Compliance                                                                

a.    Lease meets all requirements of the Loan Documents. (Y/N)       
           If no, specify_______________________________________________________

b.    Landlord has complied with all leasing requirements in the Loan 
Documents. (Y/N)                                          
           If no, specify_______________________________________________________

8.   Recommendation                                                             

Request for Master Servicer Consent:                                            

Primary Servicer hereby recommends and requests consent of Master Servicer to   
the foregoing Lease Approval.                                                   

By: ___________________________________                                         
Title: ________________________________                                         
Date: _________________________________                                         

Consent to Lease Approval is given:                                             
Wells Fargo Bank, National Association, acting solely in its capacity as Master 
Servicer                                                                        

By: ___________________________________                                         
Title:_________________________________                                         
Date: _________________________________                                         

3 of Appendix 3 

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Exhibits to Lease Summary Submission Package                                    

1.    Borrower's written request                                                

2.    Lease with amendments, if any                                             

3.    Current Rent Roll                                                         

4.    Current Operating Statement                                               

5.    Tenant Financial Statement                                                

6.    Applicable provision of Loan Documents                                    

4 of Appendix 3 

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 EXHIBIT G-2

Reserved

Page 1 of Appendix 3

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 EXHIBIT H

FORM OF EXCHANGE CERTIFICATION

 __________ __, 200_

TO:   The Depository Trust Company                                              

CLEARSTREAM or                                                      
Morgan Guaranty Trust Company                                       
of New York, Brussels Office                            
Euroclear Operation Center                              

Wells Fargo Bank, National Association, as Master Servicer          

Wells Fargo Bank, National Association,                             
as Certificate Registrar                                      

LaSalle Bank National Association,                                  
as Trustee                                                    

           This is to notify you as to the transfer of the beneficial interest
in $_______________ of Bear Stearns Commercial Mortgage Securities Inc.         
Commercial Mortgage Pass-Through Certificates, Series 2007-TOP26, Class __(the  
"Certificates").                                                                

          The undersigned is the owner of a beneficial interest in the Class
__ [Rule 144A-IAI Global Certificate] [Regulation S Global Certificate] and     
requests that on [INSERT DATE], (i) [Euroclear] [CLEARSTREAM] [DTC] debit       
account #__________, with respect to $__________ principal denomination of the  
Class __ [Rule 144A-IAI Global Certificate] [Regulation S Global Certificate]   
and (ii) [DTC] [Euroclear] [CLEARSTREAM] credit the beneficial interest of the  
below-named purchaser, account #__________, in the Class __ [Rule 144A-IAI      
Global Certificate] [Regulation S Global Certificate] in the same principal     
denomination as follows:                                                        

Name:                                                   
Address:                                                
Taxpayer I D. No.:                                      

          The undersigned hereby represents that this transfer is being made
in accordance with an exemption from the provisions of Section 5 of the United  
States Securities Act of 1933, as amended (the "Securities Act"), which         
representation is based upon the reasonable belief that the purchaser is [not a 
U.S. Person as defined in Regulation S under the Securities Act][a "qualified   
institutional buyer," as defined in Rule 144A under the Securities Act, and that
such purchaser has acquired the Certificates in a transaction effected in       
accordance with the exemption from the registration requirements of the         
Securities Act provided by Rule 144A and, if the purchaser has purchased the    
Certificates for one or more accounts for which it is acting as                 

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fiduciary or agent, each such account is a qualified institutional buyer or an  
institutional "accredited investor" within the meaning of Rule 501(a)(1), (2),  
(3) or (7) of Regulation D of the 1933 Act][an institutional "accredited        
investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D 
of the 1933 Act and in accordance with any applicable securities laws of any    
state of the United States and, if the purchaser has purchased the Certificates 
for one or more accounts for which it is acting as fiduciary or agent, each such
account is a qualified institutional buyer or an institutional "accredited      
investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D 
of the 1933 Act] and that the purchaser is acquiring beneficial interests in the
applicable Certificate(4) for its own account or for one or more institutional  
accounts for which it is acting as fiduciary or agent in a minimum amount       
equivalent to not less than U.S.[$25,000] [$100,000] and integral multiples of  
U.S. $1 in excess thereof for each such account.                                

         Very truly yours,

                       [NAME OF HOLDER OF CERTIFICATE]

                                    By:_________________________________________
                        [Name], [Chief Financial
                           or other Executive Officer]

----------                                                                      

(4)   [NOTE: INFORMATION PROVIDED ABOVE WITH RESPECT TO PURCHASER AND THE       
  FOREGOING REPRESENTATION MUST BE PROVIDED TO THE CERTIFICATE REGISTRAR
    UPON ANY TRANSFER OF CERTIFICATES IF THE CERTIFICATES ARE NO LONGER HELD
IN GLOBAL FORM.]                                                    

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 EXHIBIT I

FORM OF EUROCLEAR OR CLEARSTREAM CERTIFICATE

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-TOP26, CLASS ____ (THE "CERTIFICATES")

TO:   Wells Fargo Bank, National Association, as Certificate Registrar          
Attn: Corporate Trust Services (CMBS) MAC #N9309-121                

LaSalle Bank National Association, as Trustee and Custodian         
Attn: Global Securities and Trust Services                          
Bear Stearns Commercial Mortgage Securities Inc.        
Commercial Mortgage Pass-Through Certificates,          
Series 2007-TOP26                                       

       This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member  
organizations appearing in our records as persons being entitled to a portion of
the principal amount of the Certificates set forth below (our "Member           
Organizations") substantially to the effect set forth in the Pooling and        
Servicing Agreement dated as of April 1, 2007 (the "Pooling and Servicing       
Agreement") among both of you, Bear Stearns Commercial Mortgage Securities Inc. 
and Wells Fargo Bank, National Association, U.S. $__________ principal amount of
the above-captioned Certificates held by us or on our behalf are beneficially   
owned by (a) non-U.S. person(s) or (b) U.S. person(s) who purchased the         
Certificates in transactions that did not require registration under the United 
States Securities Act of 1933, as amended (the "Securities Act"). As used in    
this paragraph, the term "U.S. person" has the meaning given to it by Regulation
S under the Securities Act.                                                     

          We further certify that as of the date hereof we have not received
any notification from any of our Member Organizations to the effect that the    
statements made by such Member Organizations with respect to any interest in the
Certificates identified above are no longer true and cannot be relied upon as of
the date hereof.                                                                

            [On Release Date: We hereby acknowledge that no portion of the Class
__ Regulation S Temporary Global Certificate shall be exchanged for an interest 
in the Class __ Regulation S Permanent Global Certificate (as each such term is 
defined in the Pooling and Servicing Agreement) with respect to the portion     
thereof for which we have not received the applicable certifications from our   
Member Organizations.]                                                          

  [Upon any payments under the Regulation S Temporary Global
Certificate: We hereby agree to hold (and return to the Trustee upon request)   
any payments received by us on the Class __ Regulation S Temporary Global       
Certificate (as defined in the Pooling and Servicing Agreement) with respect to 
the portion thereof for which we have not received the applicable certifications
from our Member Organizations.]                                                 

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            We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if       
administrative or legal proceedings are commenced or threatened in connection   
with which this certification is or would be relevant, we irrevocably authorize 
you to produce this certification to any interested party in such proceedings.  

Dated:                                                                          

                      [MORGAN GUARANTY TRUST COMPANY
                     OF NEW YORK, Brussels office,
                    as operator of the Euroclear
System] 

or

     [CLEARSTREAM]

                                    By:_________________________________________

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 EXHIBIT J

 LIST OF LOANS TO WHICH EXCESS SERVICING FEES ARE PAID

                                                        [Enlarge/Download Table]

        Mortgage Loan                                                                    
Loan #     Seller      Internal Loan ID  Property Name                                   
------  -------------  ----------------  ------------------------------------------------
                                                                                         
     1      BSCMI                 49518  One Dag Hammarskjold Plaza                      
     2      BSCMI                 48748  One AT&T Center                                 
     3      MSMC               07-30190  Fulbright Tower                                 
     4     PCF II                755650  Scripps Center                                  
     5      BSCMI                 49205  Academy Sports HQ                               
     6      BSCMI                 47315  Viad Corporate Center                           
     7     PCF II                755620  909 A Street                                    
     8      BSCMI                 49055  DoubleTree Hotel Jersey City                    
     9     PCF II                755681  Overlook II                                     
    10      BSCMI                 48378  The Shops at Sherman Plaza                      
    11      BSCMI                 47800  503 Broadway                                    
    12     PCF II                755648  Harmony Marketplace                             
    13       WFB              310904392  Regions/Gillette Medical Office                 
    14      MSMC               07-30767  Stony Point East                                
    15      MSMC               07-30768  Stony Point West                                
    16       WFB              310905297  MetroNorth Business Center                      
    17     PCF II                755202  Millrock Park II                                
    18      MSMC               06-29534  Newbury Village                                 
    19      BSCMI                 49473  One Pacific Place                               
    20      MSMC               06-27723  Rose Hill Apartments                            
    21      BSCMI                 49115  Holiday Inn - Santa Maria                       
    22      BSCMI                 47780  Lincoln Village                                 
    23      MSMC               06-28642  854-864 Madison Ave                             
    24     PCF II                755677  Astoria Federal Savings & Loan                  
    25       WFB              310905706  DRA - Lake Emma Corporate Park                  
    26       WFB              310905322  Sierra Trading Post Fulfillment                 
    27       WFB              310905323  Sierra Trading Post Admin Building              
    28       WFB              310905522  University Square Apts/Retail                   
    29      BSCMI                 48642  Las Ventanas                                    
    30      BSCMI                 49697  100 Challenger                                  
    31     PCF II                755655  Gateway Business Park                           
    32      BSCMI                 46008  Fox Chapel Shopping Center                      
    33       WFB              310905758  Byram Plaza Shopping Center                     
    34     PCF II                755530  3536 Highway 31                                 
    35      BSCMI                 48712  Four Points Newark Airport                      
    36      MSMC               06-28640  165 East 35th Street                            
    37     PCF II                755033  Fayette Medical Office Building                 
    38      BSCMI                 49652  HSBC Sioux Falls                                
    39      BSCMI                 48659  FedEx - Edwardsville                            
    40     PCF II                755665  Benchmark Apartments                            
    41     PCF II                755631  Ivy Walk                                        
    42      BSCMI                 49583  Inn at Chester Springs                          
    43      MSMC               06-29361  Cordova Commons                                 

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    44       WFB              310905587  Gemini Plaza                                    
    45      MSMC               06-28340  991 Third Avenue                                
    46      BSCMI                 41726  First and Shaw                                  
    47      MSMC               06-28994  Thomson Campus                                  
    48       WFB              310905448  Rave Cinemas Baton Rouge                        
    49      MSMC               06-28643  38-05 to 38-17 and 37-27/29 Main Street         
    50      MSMC               06-29362  Tradewinds Shopping Center                      
    51      MSMC               06-28817  213 West 35th Street                            
    52      BSCMI                49530A  Newbury Portfolio - 222 Newbury Street          
    53      BSCMI                49530B  Newbury Portfolio - 224 Newbury Street          
    54      BSCMI                49530C  Newbury Portfolio - 232 Newbury Street          
    55      BSCMI                49530D  Newbury Portfolio - 226 Newbury Street          
    56      BSCMI                49530E  Newbury Portfolio - 230 Newbury Street          
    57     PCF II                755516  Mar Industrial Buildings                        
    58       WFB              310905451  Rave Cinemas Pensacola                          
    59      BSCMI                 47558  Indrio Crossings Shopping Center                
    60     PCF II                755623  Shoppes at Smithville                           
    61      MSMC               06-25235  North Hollywood Warehouse                       
    62      MSMC               06-28630  Bridgeport Stop & Shop II                       
    63      BSCMI                 49423  NC Mutual Building                              
    64      MSMC               06-25910  Carteret Shopping Center                        
    65       WFB              310905435  The Regency Suites Hotel                        
    66       WFB              310904961  Provo Craft                                     
    67       WFB              310905741  Hampton Inn Lexington                           
    68     PCF II                755611  Butler Ridge Apartments                         
    69      MSMC               06-27928  Nicholson Plaza                                 
    70      MSMC               06-28631  Home Depot Bridgeport CT                        
    71      BSCMI                 49397  HIE Solvang                                     
    72      MSMC               06-28449  Rye Colony Apartment                            
    73     PCF II               755656A  Redstone American Grill - Oakbrook              
    74     PCF II               755656B  Redstone American Grill - Eden Prairie          
    75       WFB              310905546  1600 Central Avenue                             
    76     PCF II                755389  1035 Nathan Lane North                          
    77      MSMC               06-26044  Beverly Blvd Retail                             
    78     PCF II                755662  Summit Pointe                                   
    79     PCF II                755661  Cross Pointe NC                                 
    80      BSCMI                 49604  Prosperity Market                               
    81      MSMC               06-25899  Metropolitan Business Center                    
    82     PCF II                755529  Villa Santa Fe Apartments                       
    83     PCF II                755527  Westover Apartments                             
    84      MSMC               06-27014  Bridgeport Stop & Shop I                        
    85      BSCMI                 48293  Walgreens - St. Petersburg                      
    86       WFB              310905369  9300 Flair Drive                                
    87     PCF II                755617  Princeton Hill Apartments                       
    88       WFB              310905925  Holiday Inn Express Chester                     
    89       WFB              310905525  Glad Business Park                              
    90      BSCMI                48507A  Tractor Supply - New Braunfels                  
    91      BSCMI                48507B  Tractor Supply - Livingston                     
    92      BSCMI                48507C  Tractor Supply - La Grange                      
    93      BSCMI                48507D  Tractor Supply - Crockett                       

                                    J-2                                                  

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    94       WFB              310905453  Rave Cinemas Port St. Lucie                     
    95      MSMC               06-28763  CalTech JPL Building                            
    96      MSMC               06-26051  Gateway Plaza - CO                              
    97       WFB              310905134  Radisson Hotel Corning                          
    98     PCF II                755701  Whole Foods Santa Monica                        
    99       WFB              310905457  Western Union                                   
   100       WFB              310905589  Macomb Centre                                   
   101       WFB              310905385  A-American Lipoa                                
   102      MSMC               06-25987  West Marine Plaza                               
   103      MSMC               06-28304  Fidelity National Title Office                  
   104      MSMC               06-27803  Hampton Inn - Bremerton, WA                     
   105     PCF II                755630  The Legends Apartments                          
   106      MSMC               06-29265  Suby Von Haden Office Building                  
   107      MSMC               06-28641  162 E 55th Street                               
   108     PCF II                755338  3765 A Old Court Road                           
   109      MSMC               06-24418  Sportsman Warehouse - St. George                
   110       WFB              310905666  Holiday Inn Express Abingdon                    
   111      MSMC               06-28769  36 Sutton Place South                           
   112      MSMC               06-27271  King Taylor Commercial Park                     
   113      BSCMI                 48348  Walgreens - Philadelphia                        
   114      BSCMI                 49231  1577 Northern Blvd                              
   115       WFB              410905720  Brea Mini-Storage                               
   116       WFB              410905363  Buena Park Business Complex                     
   117       WFB              310905392  Country Inn Hagerstown                          
   118      BSCMI                 49003  HOM Furniture - Fargo                           
   119       WFB              410905725  North Main Storage                              
   120       WFB              410905300  Brentwood Country Mart                          
   121      MSMC               06-28644  160 E 55th Street                               
   122      BSCMI                 48544  Magnolia Pointe Shopping Center                 
   123       WFB              310905569  Days Inn at Country Club                        
   124       WFB              410905236  Victoria Place Center                           
   125     PCF II                755688  West Allis Industrial                           
   126       WFB              410905333  The Plaza at Jordan Creek Crossing              
   127     PCF II                755570  North Tech Industrial                           
   128      BSCMI                 48660  La-Z-Boy - Newington                            
   129      MSMC               06-28434  Gibson Plaza                                    
   130      MSMC               06-27927  Walgreens - Holbrook                            
   131       WFB              410905801  Ameripath                                       
   132      MSMC               06-27856  342-344 & 354-364 Flatbush Avenue               
   133      MSMC               06-28464  9th Street Office                               
   134     PCF II                755682  111 West Lemon Avenue                           
   135      BSCMI                 49179  High Pointe Centre                              
   136       WFB              410905414  51 Auto Center Drive                            
   137       WFB             410905814A  Optronics - Flora                               
   138       WFB             410905814B  Optronics - Muskogee                            
   139      BSCMI                 49188  Comfort Inn - Columbus                          
   140       WFB              410905491  American River Drive                            
   141      MSMC               06-28196  DiBona Village Retail Center                    
   142      BSCMI                 48291  King's Ocean                                    
   143      MSMC               06-26431  BB & T Bank Ground Lease                        

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   144      MSMC               06-27216  2112 White Plains Road                          
   145     PCF II                755602  550 PA Route 611                                
   146       WFB              410905571  Rainbow Village Las Vegas                       
   147       WFB              410905469  Venice Beach Retail                             
   148      BSCMI                 49441  Sack 'N Save Garland                            
   149       WFB              410905627  The Elms MHP                                    
   150     PCF II                755639  727 South Wanamaker Avenue                      
   151     PCF II                755621  Shoppes of Northtowne                           
   152      MSMC               05-22797  Tracy Towers                                    
   153       WFB              410905277  Sullivan Moving and Storage                     
   154     PCF II                755495  G.I. Joe's Leasehold                            
   155      BSCMI                 49117  Mack Rite Aid                                   
   156     PCF II                755091  9937 Garland Road                               
   157       WFB              310904982  Hampton Inn - Clackamas                         
   158     PCF II                755200  935 Broadbeck Drive                             
   159      MSMC               06-28841  731 South Fourth Street                         
   160       WFB              410905576  Reno Airport Center                             
   161     PCF II                755647  Cherokee Hills                                  
   162       WFB              410905481  Midway Industrial Park                          
   163       WFB              410904984  3636 Birch Street                               
   164      MSMC               06-28617  Cool Springs - 1935 Mallory Lane                
   165      MSMC               05-23958  Integra Medical                                 
   166     PCF II                755652  Summertree Park Apartments                      
   167     PCF II                755640  1020 Railroad Street                            
   168       WFB              410905731  August Supply                                   
   169       WFB              410903718  Security Public Storage - Sacramento I          
   170       WFB              410905452  North Creek Business Park                       
   171       WFB              620905383  Cost Plus - Torrance                            
   172      MSMC               06-27490  Orlando Kmart                                   
   173       WFB              410905520  94 - 125 Leokane                                
   174     PCF II                755658  730 Apollo Drive                                
   175     PCF II                755666  400 East Market Street                          
   176       WFB              410905053  Boulevard Walk                                  
   177       WFB              410905353  Hualapai Village Center                         
   178      MSMC               06-28073  Walnut Park Apartments/Hempstead Apartments     
   179      MSMC               06-28286  Grandon Village                                 
   180      MSMC               06-29035  754 Post Street                                 
   181       WFB              410905349  Newington Warehouse                             
   182       WFB              410904907  Handi Self Storage - Lexington                  
   183      MSMC               06-27215  1370-1390 Jerome Avenue                         
   184     PCF II                755654  3240 North Pleasantburg Drive                   
   185      BSCMI                 48658  FedEx - Council Bluffs                          
   186       WFB              410905321  CVS - Westland, MI                              
   187       WFB              620905634  Farmington Gateway Marketplace                  
   188       WFB              410905172  Interstate Companies - Grand Forks              
   189      BSCMI                 48928  Madison Plaza                                   
   190     PCF II                755672  8018 West Broad Street                          
   191       WFB              410905381  3260 Scott Blvd.                                
   192      MSMC               06-27642  HERC Deer Park                                  
   193       WFB              410905533  Coronado Self Storage                           

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   194      BSCMI                 49495  39 W 56th Street                                
   195      MSMC               06-27902  Kelly Crossing Center                           
   196       WFB              410905476  Harvest Meat Industrial Building                
   197      BSCMI                 48391  Staples - Peru, IL                              
   198       WFB              410905487  West Dearborn Apartments                        
   199     PCF II                755669  The Crossings At Akers Mill                     
   200     PCF II                755685  20195 Stevens Creek Boulevard                   
   201       WFB              620905466  Premier Self Storage                            
   202       WFB              410905594  Magnolia Bend Retail Center                     
   203      BSCMI                 47896  Office Depot Enterprise                         
   204       WFB              410905334  Alcan NorthAmerican Industrial                  
   205      BSCMI                 49096  Chili's - Paris                                 
   206       WFB              620905651  Valley View Office Building                     
   207     PCF II                755618  Lodi Court Apartments                           
   208       WFB              410905409  McCarthy Ranch SC (Pad C and J)                 
   209       WFB              410905461  Dock Street Building2                           
   210      MSMC               06-27799  Otter Creek Apts.                               
   211       WFB              410905626  Cheektowaga IP Building                         
   212       WFB              410905490  Petco - Lakewood                                
   213       WFB              410905403  Hollywood Plaza                                 
   214     PCF II                755613  Judges Office                                   
   215      BSCMI                 48294  Freeport Henry                                  
   216       WFB             410905632A  Starbucks & AutoZone Portfolio - Starbucks      
   217       WFB             410905632B  Starbucks & AutoZone Portfolio - AutoZone       
   218       WFB              620905422  Inner Space Storage                             
   219     PCF II                755598  251 Legris Avenue                               
   220       WFB              410905742  Huron Estates Cheboygan                         
   221     PCF II                755646  1275 Chatham Parkway                            
   222       WFB              410905760  8250-8262 Alpine Ave                            
   223       WFB              410905506  Mosley Industrial                               
   224      MSMC               06-29208  Comerica Ground Lease                           
   225      MSMC               06-26588  Fuqua Shopping Center                           
   226      MSMC               06-27504  Sunbelt Rentals Building                        
   227       WFB              410904979  Bartlett Center                                 
   228       WFB              410905639  Advance Auto - Martin Rd                        
   229     PCF II                755629  845 Eldridge Parkway                            
   230       WFB              410905550  Transmetco Building                             
   231       WFB              410905789  Buckner Building                                
   232       WFB              410905212  White Cap Construction Supply - Indianapolis, IN
   233     PCF II                755668  KaRon Self Storage                              
   234     PCF II                755663  5101 Highway 101                                
   235       WFB              410905486  Oakman Apartments                               
   236       WFB              410905648  Park Street Apartments                          
   237       WFB              410905495  Advanced Auto - Chelsea, AL                     
   238       WFB              410905654  Advance Auto - Alexandria, LA                   
   239     PCF II                755683  3909 Frankford Road                             
   240       WFB              410904611  Monterey Medical Office                         
   241       WFB              410905342  Advance Auto - Fernandina Beach, FL             
   242     PCF II                755624  217 Washington Street                           
   243     PCF II                755599  1945 West Main Street                           

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   244       WFB              410905354  National Tire Battery - Cedar Hill              
   245       WFB              410905637  Northside Terrace Senior Apartments             
   246       WFB              410905659  El Segundo Apartments                           
   247       WFB              620905421  Airgas Building                                 

                                           * DEAL FEES = MASTER + PRIMARY FEES

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 EXHIBIT K-1

FORM OF PURCHASE AGREEMENT I

BSCMI MLPA

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================================================================================

MORTGAGE LOAN PURCHASE AGREEMENT

 between

BEAR STEARNS COMMERCIAL MORTGAGE, INC.
 as Seller

 and

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
as Purchaser

 Dated as of April 5, 2007

================================================================================

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 TABLE OF CONTENTS

II.    DEFINITIONS.............................................................1
III.   PRIMARY SERVICING.......................................................9
IV.    DOCUMENTS AND OTHER MATTERS............................................23
V.     MASTER SERVICER ASSISTANCE.............................................23
VI.    ADDITIONAL PRIMARY SERVICER COVENANTS..................................25
VII.   PRIMARY SERVICER DEFAULT; TERMINATION; POST-TERMINATION OBLIGATIONS....36
VIII.  SUBCONTRACTORS.........................................................42
IX.    PRIMARY SERVICER TO HOLD PROPERTY FOR THE MASTER SERVICER..............43
X.     INDEMNIFICATION........................................................43
XI.    MISCELLANEOUS..........................................................45
PROPERTY NAME..................................................................1
INDRIO CROSSINGS SHOPPING CENTER...............................................1
Exhibit 1   Mortgage Loan Schedule                                              
Exhibit 2   Representations and Warranties                                      
Exhibit 3   Bill of Sale                                                        
Exhibit 4   Power of Attorney                                                   

Index of Defined Terms

Agreement......................................................................1
Certificate Purchase Agreement.................................................2
Certificates...................................................................2
Code...........................................................................2
Depositor......................................................................1
ERISA..........................................................................2
Initial Purchasers.............................................................2
Master Servicer................................................................i
Memorandum.....................................................................2
Mortgage Loans..............................................................1, i
Other Mortgage Loans...........................................................2
Paying Agent...................................................................1
Pooling and Servicing Agreement.............................................1, i
Private Certificates...........................................................2
Prospectus Supplement..........................................................2
Public Certificates............................................................2
Purchaser......................................................................i
Seller.........................................................................i
Special Servicer.........................................................2, 1, 2
Trust......................................................................... i
Trustee....................................................................... 2
Underwriters.................................................................. 2
Underwriting Agreement........................................................ 2

MORTGAGE LOAN PURCHASE AGREEMENT
(BEAR STEARNS COMMERCIAL MORTGAGE, INC. LOANS)

            Mortgage Loan Purchase Agreement ("Agreement"), dated as of April 5,
2007, between Bear Stearns Commercial Mortgage, Inc. ("Seller") and Bear Stearns
Commercial Mortgage Securities Inc. ("Purchaser").                              

      Seller agrees to sell and Purchaser agrees to purchase certain
mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as described   
herein. Purchaser will convey the Mortgage Loans to a trust (the "Trust")       
created pursuant to a Pooling and Servicing Agreement (the "Pooling and         
Servicing Agreement"), to be dated as of April 1, 2007 between Purchaser, as    
depositor, Wells Fargo Bank, National Association, as master servicer (the      
"Master Servicer"),                                                             

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Centerline Servicing Inc., as special servicer (the "Special Servicer"), LaSalle
Bank National Association, as trustee and custodian (the "Trustee") and Wells   
Fargo Bank, National Association, as paying agent, certificate registrar and    
authenticating agent. In exchange for the Mortgage Loans and certain other      
mortgage loans to be purchased by Purchaser (collectively the "Other Mortgage   
Loans"), the Trust will issue to the Depositor pass-through certificates to be  
known as Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage  
Pass-Through Certificates, Series 2007-TOP26 (the "Certificates"). The          
Certificates will be issued pursuant to the Pooling and Servicing Agreement.    

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

         The Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class
A-1A, Class A-M and Class A-J Certificates (the "Public Certificates") will be  
sold by Purchaser to Bear, Stearns & Co. Inc. and Morgan Stanley & Co.          
Incorporated (the "Underwriters"), pursuant to an Underwriting Agreement,       
between Purchaser and the Underwriters, dated April 5, 2007 (the "Underwriting  
Agreement"), and the Class X-1, Class X-2, Class B, Class C, Class D, Class E,  
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O,
Class P, Class R-I, Class R-II and Class R-III Certificates (the "Private       
Certificates") will be sold by Purchaser to Bear, Stearns & Co. Inc. and Morgan 
Stanley & Co. Incorporated (the "Initial Purchasers") pursuant to a Certificate 
Purchase Agreement, between Purchaser and the Initial Purchasers, dated April 5,
2007 (the "Certificate Purchase Agreement"). The Underwriters will offer the    
Public Certificates for sale publicly pursuant to a Prospectus dated September  
13, 2006, as supplemented by a Prospectus Supplement dated April 5, 2007        
(together, the "Prospectus Supplement") and the Initial Purchasers will offer   
the Private Certificates for sale in transactions exempt from the registration  
requirements of the Securities Act of 1933 pursuant to a Private Placement      
Memorandum dated April 5, 2007 (the "Memorandum").                              

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

1. AGREEMENT TO PURCHASE.                                                       

1.1 Seller agrees to sell, and Purchaser agrees to purchase, on a servicing     
released basis, the Mortgage Loans identified on the schedule (the "Mortgage    
Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to 
reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms   
hereof. The Cut-Off Date with respect to the Mortgage Loans is April 1, 2007.   
The Mortgage Loans will have an aggregate principal balance as of the close of  
business on the Cut-Off Date, after giving effect to any payments due on or     
before such date, whether or not received, of $797,149,126. The sale of the     
Mortgage Loans shall take place on April 18, 2007 or such other date as shall be
mutually acceptable to the parties hereto (the "Closing Date"). The purchase    
price to be paid by Purchaser for the Mortgage Loans shall equal the amount set 
forth as such purchase price in a letter dated as of the date hereof, between   
the parties to this Agreement and entered into in connection with this Agreement
and the issuance of the Certificates, which purchase price excludes accrued     
interest and applicable deal expenses.                                          

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The purchase price shall be paid to Seller by wire transfer in immediately      
available funds on the Closing Date.                                            

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

2. CONVEYANCE OF MORTGAGE LOANS.                                                

2.1 Effective as of the Closing Date, subject only to receipt of the            
consideration referred to in Section 1 hereof and the satisfaction of the       
conditions specified in Sections 6 and 7 hereof, Seller does hereby transfer,   
assign, set over and otherwise convey to Purchaser, without recourse, except as 
specifically provided herein all the right, title and interest of Seller, with  
the understanding that a Servicing Rights Purchase and Sale Agreement, dated    
April 1, 2007, will be executed by Seller and the Master Servicer, in and to the
Mortgage Loans identified on the Mortgage Loan Schedule as of the Closing Date. 
The Mortgage Loan Schedule, as it may be amended from time to time on or prior  
to the Closing Date, shall conform to the requirements of this Agreement and the
Pooling and Servicing Agreement. In connection with such transfer and           
assignment, Seller shall deliver to or on behalf of the Trustee, on behalf of   
Purchaser, on or prior to the Closing Date, the Mortgage Note (as described in  
clause 2.2.1 hereof) for each Mortgage Loan and on or prior to the fifth        
Business Day after the Closing Date, five limited powers of attorney            
substantially in the form attached hereto as Exhibit 4 in favor of the Trustee  
and the Special Servicer to empower the Trustee and, in the event of the failure
or incapacity of the Trustee, the Special Servicer, to submit for recording, at 
the expense of Seller, any mortgage loan documents required to be recorded as   
described in the Pooling and Servicing Agreement and any intervening assignments
with evidence of recording thereon that are required to be included in the      
Mortgage Files (so long as original counterparts have previously been delivered 
to the Trustee). Seller agrees to reasonably cooperate with the Trustee and the 
Special Servicer in connection with any additional powers of attorney or        
revisions thereto that are requested by such parties for purposes of such       
recordation. The parties hereto agree that no such power of attorney shall be   
used with respect to any Mortgage Loan by or under authorization by any party   
hereto except to the extent that the absence of a document described in the     
second preceding sentence with respect to such Mortgage Loan remains unremedied 
as of the earlier of (i) the date that is 180 days following the delivery of    
notice of such absence to Seller, but in no event earlier than 18 months from   
the Closing Date, and (ii) the date (if any) on which such Mortgage Loan becomes
a Specially Serviced Mortgage Loan. The Trustee shall submit such documents, at 
Seller's expense, after the periods set forth above, provided, however, the     
Trustee shall not submit such assignments for recording if Seller produces      
evidence that it has sent any such assignment for recording and certifies that  
Seller is awaiting its return from the applicable recording office. In addition,
not later than the 30th day following the Closing Date, Seller shall deliver to 
or on behalf of the Trustee each of the remaining documents or instruments      
specified in Section 2.2 hereof (with such exceptions as are permitted by this  
Section 2) with respect to each Mortgage Loan (each, a "Mortgage File"). (Seller
acknowledges that the term "without recourse" does not modify the duties of     
Seller under Section 5 hereof.)                                                 

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

2.2.1 The original Mortgage Note bearing all intervening endorsements, endorsed 
"Pay to the order of LaSalle Bank National Association, as Trustee for Bear     
Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through   
Certificates, Series 2007-TOP26, without recourse, representation or warranty"  
or if the original Mortgage Note is not included therein, then a lost note      
affidavit, with a copy of the Mortgage Note attached thereto;                   

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

2.2.3 The originals of all agreements modifying a Money Term or other material  
modification, consolidation and extension agreements, if any, with evidence of  
recording thereon, or if any such original modification, consolidation or       
extension agreement has been delivered to the appropriate recording office for  
recordation and either has not yet been returned on or prior to the 45th day    
following the Closing Date with evidence of recordation thereon or has been lost
after recordation, a true copy of such modification, consolidation or extension 
certified by Seller together with (i) in the case of a delay caused by the      
public recording office, an Officer's Certificate of Seller stating that such   
original modification, consolidation or extension agreement has been dispatched 
or sent to the appropriate public recording official for recordation or (ii) in 
the case of an original modification, consolidation or extension agreement that 
has been lost after recordation, a certification by the appropriate county      
recording office where such document is recorded that such copy is a true and   
complete copy of the original recorded modification, consolidation or extension 
agreement, and the originals of all assumption agreements, if any;              

2.2.4 An original Assignment of Mortgage for each Mortgage Loan, in form and    
substance acceptable for recording, signed by the holder of record in favor of  
"LaSalle Bank National Association, as Trustee for Bear Stearns Commercial      
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 
2007-TOP26," provided, if the related Mortgage has been recorded in the name of 
Mortgage Electronic Registration Systems, Inc. ("MERS") or its                  

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designee, no such assignments will be required to be submitted for recording or 
filing and instead, Seller shall take all actions as are necessary to cause the 
Trustee to be shown as the owner of the related Mortgage on the record of MERS  
for purposes of the system of recording transfers of beneficial ownership of    
mortgages maintained by MERS and shall deliver to the Master Servicer and the   
Special Servicer evidence confirming that the Trustee is shown as the owner on  
the record of MERS;                                                             

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

2.2.6 If the related Assignment of Leases is separate from the Mortgage, the    
original of such Assignment of Leases with evidence of recording thereon or, if 
such Assignment of Leases has not been returned on or prior to the 45th day     
following the Closing Date from the applicable public recording office, a copy  
of such Assignment of Leases certified by Seller to be a true and complete copy 
of the original Assignment of Leases submitted for recording, together with (i) 
an original of each assignment of such Assignment of Leases with evidence of    
recording thereon and showing a complete recorded chain of assignment from the  
named assignee to the holder of record, and if any such assignment of such      
Assignment of Leases has not been returned from the applicable public recording 
office, a copy of such assignment certified by Seller to be a true and complete 
copy of the original assignment submitted for recording, and (ii) an original   
assignment of such Assignment of Leases, in recordable form, signed by the      
holder of record in favor of "LaSalle Bank National Association, as Trustee for 
Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage           
Pass-Through Certificates, Series 2007-TOP26," which assignment may be effected 
in the related Assignment of Mortgage, provided, if the related Mortgage has    
been recorded in the name of MERS or its designee, no assignment of Assignment  
of Leases in favor of the Trustee will be required to be recorded or delivered  
and instead, Seller shall take all actions as are necessary to cause the Trustee
to be shown as the owner of the related Mortgage on the record of MERS for      
purposes of the system of recording transfers of beneficial ownership of        
mortgages maintained by MERS and shall deliver to the Master Servicer and the   
Special Servicer evidence confirming that the Trustee is shown as the owner on  
the record of MERS;                                                             

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

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

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

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

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

2.2.12 Either (A) the original of each letter of credit, if any, constituting   
additional collateral for such Mortgage Loan, which shall be assigned and       
delivered to the Trustee on behalf of the Trust with a copy to be held by the   
Primary Servicer (or the Master Servicer), and applied, drawn, reduced or       
released in accordance with documents evidencing or securing the applicable     
Mortgage Loan, the Pooling and Servicing Agreement and the Primary Servicing    
Agreement or (B) the original of each letter of credit, if any, constituting    
additional collateral for such Mortgage Loan, which shall be held by the Primary
Servicer (or the Master Servicer) on behalf of the Trustee, with a copy to be   
held by the Trustee, and applied, drawn, reduced or released in accordance with 
documents evidencing or securing the applicable Mortgage Loan, the Pooling and  
Servicing Agreement and the Primary Servicing Agreement (it being understood    
that Seller has agreed (a) that the proceeds of such letter of credit belong to 
the Trust, (b) to notify, on or before the Closing Date, the bank issuing the   
letter of credit that the letter of credit and the proceeds thereof belong to   
the Trust, and to use reasonable efforts to obtain within 30 days (but in any   
event to obtain within 90 days) following the Closing Date, an acknowledgement  
thereof by the bank (with a copy of such acknowledgement to be sent to the      
Trustee) or a reissued letter of credit and (c) to indemnify the Trust for any  
liabilities, charges, costs, fees or other expenses accruing from the failure of
Seller to assign all rights to the letter of credit hereunder including the     
right and power to draw on the letter of credit). In the case of clause (B)     
above, any letter of credit held by the Primary Servicer (or Master Servicer)   
shall be held in its capacity as agent of the Trust, and if the Primary Servicer
(or Master Servicer) sells its rights to service the applicable Mortgage Loan,  
the Primary Servicer (or Master Servicer) has agreed to assign the applicable   
letter of credit to the Trust or at the direction of the Special Servicer to    
such party as the Special Servicer may instruct, in each case, at the expense of
the Primary Servicer (or Master Servicer).                                      

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The Primary Servicer (or Master Servicer) has agreed to indemnify the Trust for 
any loss caused by the ineffectiveness of such assignment;                      

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

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

2.2.15 Any Environmental Insurance Policy; and                                  

2.2.16 Any affidavit and indemnification agreement.                             

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

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

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

2.4 If Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan,
any of the documents and/or instruments referred to in Sections 2.2.2, 2.2.3,   
2.2.5 or 2.2.6 hereof, with evidence of recording thereon, solely because of a  
delay caused by the public recording office where such document or instrument   
has been delivered for recordation within such 45 day period, but Seller        
delivers a photocopy thereof (certified by the appropriate county recorder's    
office to be a true and complete copy of the original thereof submitted for     
recording), to the Trustee within such 45 day period, Seller shall then deliver 
within 90 days after the Closing Date the recorded document (or within such     
longer period after the Closing Date as the Trustee may                         

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consent to, which consent shall not be unreasonably withheld so long as Seller  
is, as certified in writing to the Trustee no less often than monthly, in good  
faith attempting to obtain from the appropriate county recorder's office such   
original or photocopy).                                                         

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

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

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

2.8 The documents required to be delivered to the Master Servicer (or in the    
alternative, the Primary Servicer) shall include, to the extent required to be  
(and actually) delivered to Seller pursuant to the applicable Mortgage Loan     
documents, copies of the following items: the Mortgage Note, any Mortgage, the  
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity     
agreement, any loan agreement, the insurance policies or certificates, as       
applicable, the property inspection reports, any financial statements on the    
property, any escrow analysis, the tax bills, the Appraisal, the environmental  
report, the engineering report, the asset summary, financial information on the 
Borrower/sponsor and any guarantors, any letters of credit, any intercreditor   
agreement and any Environmental Insurance Policies. Delivery of any of the      
foregoing documents to the Primary Servicer shall be deemed a delivery to the   
Master Servicer and satisfy Seller's obligations under this subparagraph.       

2.9 Upon the sale of the Mortgage Loans by Seller to Purchaser pursuant to this 
Agreement, the ownership of each Mortgage Note, Mortgage and the other contents 
of the related Mortgage File shall be vested in Purchaser and its assigns, and  
the ownership of all records and documents with respect to the related Mortgage 
Loan prepared by or that come into the possession of Seller shall immediately   
vest in Purchaser and its assigns, and shall be delivered promptly by Seller to 

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or on behalf of either the Trustee or the Master Servicer as set forth herein,  
subject to the requirements of the Primary Servicing Agreement. Seller's and    
Purchaser's records shall reflect the transfer of each Mortgage Loan from Seller
to Purchaser and its assigns as a sale.                                         

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

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

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

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

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

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

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

2.12 Notifications to Persons holding such property, and acknowledgments,       
receipts, or confirmations from persons holding such property, shall be deemed  
to be notifications to, or acknowledgments, receipts or confirmations from,     
securities intermediaries, bailees or agents of,                                

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or Persons holding for, Purchaser or its designee, as applicable, for the       
purpose of perfecting such security interest under applicable law.              

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

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

3. EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW.                      

3.1 Seller shall (i) deliver to Purchaser on or before the Closing Date a       
diskette acceptable to Purchaser that contains such information about the       
Mortgage Loans as may be reasonably requested by Purchaser, (ii) deliver to     
Purchaser investor files (collectively the "Collateral Information") with       
respect to the assets proposed to be included in the Mortgage Pool and made     
available at Purchaser's headquarters in New York, and (iii) otherwise cooperate
fully with Purchaser in its examination of the credit files, underwriting       
documentation and Mortgage Files for the Mortgage Loans and its due diligence   
review of the Mortgage Loans. The fact that Purchaser has conducted or has      
failed to conduct any partial or complete examination of the credit files,      
underwriting documentation or Mortgage Files for the Mortgage Loans shall not   
affect the right of Purchaser or the Trustee to cause Seller to cure any        
Material Document Defect or Material Breach (each as defined below), or to      
repurchase or replace the defective Mortgage Loans pursuant to Section 5 hereof.

3.2 On or prior to the Closing Date, Seller shall allow representatives of any  
of Purchaser, each Underwriter, each Initial Purchaser, the Trustee, the Special
Servicer and each Rating Agency to examine and audit all books, records and     
files pertaining to the Mortgage Loans, Seller's underwriting procedures and    
Seller's ability to perform or observe all of the terms, covenants and          
conditions of this Agreement. Such examinations and audits shall take place at  
one or more offices of Seller during normal business hours and shall not be     
conducted in a manner that is disruptive to Seller's normal business operations 
upon reasonable prior advance notice. In the course of such examinations and    
audits, Seller will make available to such representatives of any of Purchaser, 
each Underwriter, each Initial Purchaser, the Trustee, the Special Servicer and 
each Rating Agency reasonably adequate facilities, as well as the assistance    

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of a sufficient number of knowledgeable and responsible individuals who are     
familiar with the Mortgage Loans and the terms of this Agreement, and Seller    
shall cooperate fully with any such examination and audit in all material       
respects. On or prior to the Closing Date, Seller shall provide Purchaser with  
all material information regarding Seller's financial condition and access to   
knowledgeable financial or accounting officers for the purpose of answering     
questions with respect to Seller's financial condition, financial statements as 
provided to Purchaser or other developments affecting Seller's ability to       
consummate the transactions contemplated hereby or otherwise affecting Seller in
any material respect. Within 45 days after the Closing Date, Seller shall       
provide the Master Servicer or Primary Servicer, if applicable, with any        
additional information identified by the Master Servicer or Primary Servicer, if
applicable, as necessary to complete the CMSA Property File, to the extent that 
such information is available.                                                  

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

3.4 Purchaser shall keep confidential any information regarding Seller and the  
Mortgage Loans that has been delivered into Purchaser's possession and that is  
not otherwise publicly available; provided, however, that such information shall
not be kept confidential (and the right to require confidentiality under any    
confidentiality agreement is hereby waived) to the extent such information is   
required to be included in the Free Writing Prospectus, the Memorandum or the   
Prospectus Supplement or Purchaser is required by law or court order to disclose
such information. If Purchaser is required to disclose in the Free Writing      
Prospectus, the Memorandum or the Prospectus Supplement confidential information
regarding Seller as described in the preceding sentence, Purchaser shall provide
to Seller a copy of the proposed form of such disclosure prior to making such   
disclosure and Seller shall promptly, and in any event within two Business Days,
notify Purchaser of any inaccuracies therein, in which case Purchaser shall     
modify such form in a manner that corrects such inaccuracies. If Purchaser is   
required by law or court order to disclose confidential information regarding   
Seller as described in the second preceding sentence, Purchaser shall notify    
Seller and cooperate in Seller's efforts to obtain a protective order or other  
reasonable assurance that confidential treatment will be accorded such          
information and, if in the absence of a protective order or such assurance,     
Purchaser is compelled as a matter of law to disclose such information,         
Purchaser shall, prior to making such disclosure, advise and consult with Seller
and its counsel as to such disclosure and the nature and wording of such        
disclosure and Purchaser shall use reasonable efforts to obtain confidential    
treatment therefor. Notwithstanding the foregoing, if reasonably advised by     
counsel that Purchaser is required by a regulatory agency or court order to make
such disclosure immediately, then Purchaser shall be permitted to make such     
disclosure without prior review by Seller.                                      

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

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

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Schedule A attached hereto, and hereby further represents, warrants and         
covenants to Purchaser as of the date hereof that:                              

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

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

4.1.3 No consent, approval, authorization or order of, registration or filing   
with, or notice to, any governmental authority or court is required, under      
federal or state law, for the execution, delivery and performance of or         
compliance by Seller with this Agreement, or the consummation by Seller of any  
transaction contemplated hereby, other than (A) such qualifications as may be   
required under state securities or blue sky laws, (B) the filing or recording of
financing statements, instruments of assignment and other similar documents     
necessary in connection with Seller's sale of the Mortgage Loans to Purchaser,  
(C) such consents, approvals, authorizations, qualifications, registrations,    
filings or notices as have been obtained and (D) where the lack of such consent,
approval, authorization, qualification, registration, filing or notice would not
have a material adverse effect on the performance by Seller under this          
Agreement.                                                                      

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

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in any material impairment of the right or ability of Seller to carry on its    
business substantially as now conducted.                                        

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

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

4.1.7 To Seller's knowledge, Seller's Information (as defined in that certain   
indemnification agreement, dated April 5, 2007, between Seller, Purchaser, the  
Underwriters and the Initial Purchasers (the "Indemnification Agreement")) does 
not contain any untrue statement of a material fact or omit to state a material 
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading. Notwithstanding anything contained  
herein to the contrary, this subparagraph 4.1.7 shall run exclusively to the    
benefit of Purchaser and no other party.                                        

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

4.1.9 For so long as the Trust is subject to the reporting requirements of the  
Exchange Act, the Seller shall provide the Purchaser (or with respect to any    
Serviced Companion Mortgage Loan that is deposited into an Other Securitization,
the depositor in such Other Securitization) and the Paying Agent with any       
Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure set     
forth next to the Seller's name on Schedule XV and Schedule XVI of the Pooling  
and Servicing Agreement within the time periods and in accordance with the      
provisions set forth in the Pooling and Servicing Agreement.                    

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

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

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

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

4.2.2 Purchaser has full power and authority to acquire the Mortgage Loans, to  
execute and deliver this Agreement and to enter into and consummate all         
transactions contemplated by this Agreement. Purchaser has duly and validly     
authorized the execution, delivery and performance of this Agreement and has    
duly and validly executed and delivered this Agreement. This Agreement, assuming
due authorization, execution and delivery by Seller, constitutes the valid and  
binding obligation of Purchaser, enforceable against it in accordance with its  
terms, except as such enforceability may be limited by bankruptcy, insolvency,  
reorganization, moratorium and other similar laws affecting the enforcement of  
creditors' rights generally and by general principles of equity, regardless of  
whether such enforcement is considered in a proceeding in equity or at law.     

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

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

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

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

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

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

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

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

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

5.2 It is hereby further acknowledged that if any document required to be       
delivered to the Trustee pursuant to Section 2 hereof is not delivered as and   
when required, not properly executed or is defective on its face, or if there is
a breach of any of the representations and warranties required to be made by    
Seller regarding the characteristics of the Mortgage Loans and/or the related   
Mortgaged Properties as set forth in Exhibit 2 hereto, and in either case the   
party discovering such breach or defect determines that either (i) the defect or
breach materially and adversely affects the interests of the holders of the     
Certificates in the related Mortgage Loan or (ii) both (A) the defect or breach 
materially and adversely affects the value of the Mortgage Loan and (B) the     
Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage   
Loan (any such defect described in the preceding clause (i) or (ii), a "Material
Document Defect" and any such breach described in the preceding clause (i) or   
(ii), a "Material Breach"), the party determining that such Material Document   
Defect or Material Breach exists shall promptly notify, in writing, the other   
parties; provided that any breach of the representation and warranty contained  
in paragraph (41) of such Exhibit 2 shall constitute a Material Breach only if  
such prepayment premium or yield maintenance charge is not deemed "customary"   
for commercial mortgage loans as evidenced by (i) an opinion of tax counsel to  
such effect or (ii) a determination by the Internal Revenue Service that such   
provision is not customary. Promptly (but in any event within three Business    
Days) upon determining (or becoming aware of another party's determination) that
any such Material Document Defect or Material Breach exists (which determination
shall, absent evidence to the contrary, be presumed to be no earlier than three 
Business Days prior to delivery of the notice to Seller referred to below), the 
Master Servicer shall, and the Special Servicer may, request that Seller, not   
later than 90 days from Seller's receipt of the notice of such Material Document
Defect or Material Breach, cure such Material Document Defect or Material       
Breach, as the case may be, in all material respects; provided, however, that if
such Material Document Defect or Material Breach, as the case may be, cannot be 
corrected or cured in all material respects within such 90 day period, and such 
Material Document Defect or Material Breach would not cause the Mortgage Loan to
be other than a "qualified mortgage" (as defined in the Code) but Seller is     
diligently attempting to effect such correction or cure, as certified by Seller 
in an Officer's Certificate delivered to the Trustee, then the cure period will 
be extended for an additional 90 days unless, solely in the case of a Material  
Document Defect, (x) the Mortgage Loan is then a Specially Serviced Mortgage    
Loan and a Servicing Transfer Event has occurred as a result of a monetary      
default or as described in clause                                               

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(ii) or clause (v) of the definition of "Servicing Transfer Event" in the       
Pooling and Servicing Agreement and (y) the Material Document Defect was        
identified in a certification delivered to Seller by the Trustee pursuant to    
Section 2.2 of the Pooling and Servicing Agreement not less than 90 days prior  
to the delivery of the notice of such Material Document Defect. The parties     
acknowledge that neither delivery of a certification or schedule of exceptions  
to Seller pursuant to Section 2.2 of the Pooling and Servicing Agreement or     
otherwise nor possession of such certification or schedule by Seller shall, in  
and of itself, constitute delivery of notice of any Material Document Defect or 
knowledge or awareness by Seller, the Master Servicer or the Special Servicer of
any Material Document Defect listed therein.                                    

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

5.4 If (x) a Mortgage Loan is to be repurchased or replaced as contemplated     
above (a "Defective Mortgage Loan"), (y) such Defective Mortgage Loan is        
cross-collateralized and cross-defaulted with one or more other Mortgage Loans  
("Crossed Mortgage Loans") and (z) the applicable document defect or breach does
not constitute a Material Document Defect or Material Breach, as the case may   
be, as to such Crossed Mortgage Loans (without regard to this paragraph), then  
the applicable document defect or breach (as the case may be) shall be deemed to
constitute a Material Document Defect or Material Breach, as the case may be, as
to each such Crossed Mortgage Loan for purposes of the above provisions, and    
Seller shall be obligated to repurchase or replace each such Crossed Mortgage   
Loan in accordance with the provisions above, unless, in the case of such breach
or document defect, (A) Seller provides a Nondisqualification Opinion to the    
Trustee at the expense of Seller if, in the reasonable business judgment of the 
Trustee, it would be usual and customary in accordance with industry practice to
obtain a Nondisqualification Opinion and (B) both of the following conditions   
would be satisfied if Seller were to repurchase or replace only those Mortgage  
Loans as to which a Material Breach or Material Document Defect had occurred    
without regard to this paragraph (the "Affected Loan(s)"): (i) the debt service 
coverage ratio for all those Crossed Mortgage Loans (excluding the Affected     
Loan(s)) for the four calendar quarters immediately preceding the repurchase or 
replacement is not less than the lesser of (A) 0.10x below the debt service     
coverage ratio for all such Crossed Mortgage Loans (including the Affected      
Loans(s)) set forth in Appendix II to the Final Prospectus Supplement and (B)   
the debt service coverage ratio for all such Crossed Mortgage Loans (including  
the Affected Loan(s)) for the four preceding calendar quarters                  

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preceding the repurchase or replacement, and (ii) the loan-to-value ratio for   
all such Crossed Mortgage Loans (excluding the Affected Loan(s)) is not greater 
than the greater of (A) the loan-to-value ratio, expressed as a whole number    
(taken to one decimal place), for all such Crossed Mortgage Loans (including the
Affected Loan(s)) set forth in Appendix II to the Final Prospectus Supplement   
plus 10% and (B) the loan-to-value ratio for all such Crossed Mortgage Loans    
(including the Affected Loans(s)), at the time of repurchase or replacement. The
determination of the Master Servicer as to whether the conditions set forth     
above have been satisfied shall be conclusive and binding in the absence of     
manifest error. The Master Servicer will be entitled to cause to be delivered,  
or direct Seller to (in which case Seller shall) cause to be delivered to the   
Master Servicer, an Appraisal of any or all of the related Mortgaged Properties 
for purposes of determining whether the condition set forth in clause (ii) above
has been satisfied, in each case at the expense of Seller if the scope and cost 
of the Appraisal is approved by Seller (such approval not to be unreasonably    
withheld).                                                                      

5.5 With respect to any Defective Mortgage Loan, to the extent that Seller is   
required to repurchase or substitute for such Defective Mortgage Loan (each, a  
"Repurchased Loan") in the manner prescribed above while the Trustee (as        
assignee of Purchaser) continues to hold any Crossed Mortgage Loan, Seller and  
Purchaser hereby agree to forebear from enforcing any remedies against the      
other's Primary Collateral but may exercise remedies against the Primary        
Collateral securing their respective Mortgage Loans, including with respect to  
the Trustee, the Primary Collateral securing the Mortgage Loans still held by   
the Trustee, so long as such exercise does not impair the ability of the other  
party to exercise its remedies against its Primary Collateral. If the exercise  
of remedies by one party would impair the ability of the other party to exercise
its remedies with respect to the Primary Collateral securing the Mortgage Loan  
or Mortgage Loans held by such party, then both parties shall forbear from      
exercising such remedies until the loan documents evidencing and securing the   
relevant Mortgage Loans can be modified in a manner that complies with the      
Pooling and Servicing Agreement to remove the threat of impairment as a result  
of the exercise of remedies. Any reserve or other cash collateral or letters of 
credit securing the Crossed Mortgage Loans shall be allocated between such      
Mortgage Loans in accordance with the Mortgage Loan documents, or otherwise on a
pro rata basis based upon their outstanding Principal Balances. All other terms 
of the Mortgage Loans shall remain in full force and effect, without any        
modification thereof. The Mortgagors set forth on Schedule B hereto are intended
third-party beneficiaries of the provisions set forth in this paragraph and the 
preceding paragraph. The provisions of this paragraph and the preceding         
paragraph may not be modified with respect to any Mortgage Loan without the     
related Mortgagor's consent.                                                    

5.6 Any of the following document defects shall be conclusively presumed        
materially and adversely to affect the interests of Certificateholders in a     
Mortgage Loan and be a Material Document Defect: (a) the absence from the       
Mortgage File of the original signed Mortgage Note, unless the Mortgage File    
contains a signed lost note affidavit and indemnity that appears to be regular  
on its face; (b) the absence from the Mortgage File of the original signed      
Mortgage that appears to be regular on its face, unless there is included in the
Mortgage File a certified copy of the Mortgage by the local authority with which
the Mortgage was recorded; or (c) the absence from the Mortgage File of the item
specified in paragraph 2.2.8. If any of the foregoing Material Document Defects 
is discovered by the Custodian (or the Trustee if there is no Custodian), the   
Trustee (or as set forth in Section 2.3(a) of the Pooling and Servicing         
Agreement, the Master                                                           

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Servicer) will take the steps described elsewhere in this Section, including the
giving of notices to the Rating Agencies and the parties hereto and making      
demand upon Seller for the cure of the Material Document Defect or repurchase or
replacement of the related Mortgage Loan.                                       

5.7 If Seller disputes that a Material Document Defect or Material Breach exists
with respect to a Mortgage Loan or otherwise refuses (i) to effect a correction 
or cure of such Material Document Defect or Material Breach, (ii) to repurchase 
the affected Mortgage Loan from Purchaser or its assignee or (iii) to replace   
such Mortgage Loan with a Qualifying Substitute Mortgage Loan, each in          
accordance with this Agreement, then provided that (x) the period of time       
provided for Seller to correct, repurchase or cure has expired and (y) the      
Mortgage Loan is then in default and is then a Specially Serviced Mortgage Loan,
the Special Servicer may, subject to the Servicing Standard, modify, work-out or
foreclose, sell or otherwise liquidate (or permit the liquidation of) the       
Mortgage Loan pursuant to Sections 9.5, 9.12, 9.15 and 9.36, as applicable, of  
the Pooling and Servicing Agreement, while pursuing the repurchase claim. Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to a
work-out shall not constitute a defense to any repurchase claim nor shall such  
modification and work-out change the Purchase Price due from Seller for any     
repurchase claim. In the event of any such modification and work-out, Seller    
shall be obligated to repurchase the Mortgage Loan as modified and the Purchase 
Price shall include any Work-Out Fee paid to the Special Servicer up to the date
of repurchase plus the present value (calculated at a discount rate equal to the
applicable Mortgage Rate) of the Work-Out Fee that would have been payable to   
the Special Servicer in respect of such Mortgage Loan if the Mortgage Loan      
performed in accordance with its terms to its Maturity Date, provided that no   
amount shall be paid by Seller in respect of any Work-Out Fee if a Liquidation  
Fee already comprises a portion of the Purchase Price.                          

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

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

5.10 Notwithstanding anything to the contrary contained herein, in connection   
with any sale or other liquidation of a Mortgage Loan or REO Property as        
described in this Section 5, the Special Servicer shall not receive a           
Liquidation Fee from Seller (but may collect such Liquidation Fee               

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from the related Liquidation Proceeds as otherwise provided herein); provided,  
however, that in the event Seller is obligated to repurchase the Mortgage Loan  
or REO Mortgaged Property (or interest therein) after a final liquidation of    
such Mortgage Loan or REO Property pursuant to the immediately preceding        
paragraph, an amount equal to any Liquidation Fee (calculated on the basis of   
Liquidation Proceeds) payable to the Special Servicer shall be included in the  
definition of "Purchase Price" in respect of such Mortgage Loan or REO Mortgaged
Property. Except as expressly set forth above, no Liquidation Fee shall be      
payable in connection with a repurchase of a Mortgage Loan by Seller.           

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

5.12 Notwithstanding the foregoing, in the event that there is a breach of the  
representations and warranties set forth in paragraph 39 in Exhibit 2 hereto,   
and as a result the payments, by a Mortgagor, of reasonable costs and expenses  
associated with the defeasance or assumption of a Mortgage Loan are insufficient
causing the Trust to incur an Additional Trust Expense in an amount equal to    
such reasonable costs and expenses not paid by such Mortgagor, Seller hereby    
covenants and agrees to reimburse the Trust within 90 days of the receipt of    
notice of such breach in an amount sufficient to avoid such Additional Trust    
Expense. The parties hereto acknowledge that such reimbursement shall be        
Seller's sole obligation with respect to the breach discussed in the previous   
sentence.                                                                       

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

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

6. CLOSING.                                                                     

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

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

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

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

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

6.1.5 All other terms and conditions of this Agreement required to be complied  
with on or before the Closing Date shall have been complied with, and Seller and
Purchaser shall have the ability to comply with all terms and conditions and    
perform all duties and obligations required to be complied with or performed    
after the Closing Date.                                                         

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

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

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

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

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

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

7.1   This Agreement duly executed by Purchaser and Seller.                     

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

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

7.4 A certificate of existence for Seller from the Secretary of State of New    
York dated not earlier than 30 days prior to the Closing Date.                  

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

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

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

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

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

7.6.4 Neither the execution, delivery or performance of this Agreement by       
Seller, nor the consummation by Seller of any of the transactions contemplated  
by the terms of this Agreement (A) conflicts with or results in a breach or     
violation of, or constitutes a default under, the organizational documents of   
Seller, (B) to the knowledge of such counsel, constitutes a default under any   
term or provision of any material agreement, contract, instrument or indenture, 
to which Seller is a party or by which it or any of its assets is bound or      
results in the creation or imposition of any lien, charge or encumbrance upon   
any of its property pursuant to the terms of any such indenture, mortgage,      
contract or other instrument, other than pursuant to this Agreement, or (C)     
conflicts with or results in a breach or violation of any law, rule, regulation,
order, judgment, writ, injunction or decree of any court or governmental        
authority having jurisdiction over Seller or its assets, except where in any of 
the instances contemplated by clauses (B) or (C) above, any conflict, breach or 
default, or creation or imposition of any lien, charge or encumbrance, will not 
have a material adverse effect on the consummation of the                       

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transactions contemplated hereby by Seller or materially and adversely affect   
its ability to perform its obligations and duties hereunder or result in any    
material adverse change in the business, operations, financial condition,       
properties or assets of Seller, or in any material impairment of the right or   
ability of Seller to carry on its business substantially as now conducted.      

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

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

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

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

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

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

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

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

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

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

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

7.14 An executed Bill of Sale in the form attached hereto as Exhibit 3.         

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

9. NOTICES. All communications provided for or permitted hereunder shall be in  
writing and shall be deemed to have been duly given if (a) personally delivered,
(b) mailed by registered or certified mail, postage prepaid and received by the 
addressee, (c) sent by express courier delivery service and received by the     
addressee, or (d) transmitted by telex or facsimile transmission (or any other  
type of electronic transmission agreed upon by the parties) and confirmed by a  
writing delivered by any of the means described in (a), (b) or (c), if (i) to   
Purchaser, addressed to Bear Stearns Commercial Mortgage Securities Inc., 383   
Madison Avenue, New York, New York 10179, Attention: J. Christopher Hoeffel,    
Senior Managing Director, Commercial Mortgage Department (with a copy to the    
attention of Joseph T. Jurkowski, Jr., Managing Director, Legal Department) (or 
such other address as may hereafter be furnished in writing by Purchaser), or if
(ii) to Seller, addressed to Seller at Bear Stearns Commercial Mortgage, Inc.,  
addressed to Bear Stearns Commercial Mortgage, Inc., 383 Madison Avenue, New    
York, New York 10179, Attention: J. Christopher Hoeffel, Senior Managing        
Director, Commercial Mortgage Department (with a copy to the attention of Joseph
T. Jurkowski, Jr., Managing Director, Legal Department) (or to such other       
address as may hereafter be furnished in writing by Seller).                    

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

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

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

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

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

15. MISCELLANEOUS. This Agreement may be executed in two or more counterparts,  
each of which when so executed and delivered shall be an original, but all of   
which together shall constitute one and the same instrument. Neither this       
Agreement nor any term hereof may be changed, waived, discharged or terminated  
orally, but only by an instrument in writing signed by the party against whom   
enforcement of the change, waiver, discharge or termination is sought. The      
headings in this Agreement are for purposes of reference only and shall not     
limit or otherwise affect the meaning hereof. The rights and obligations of     
Seller under this Agreement shall not be assigned by Seller without the prior   
written consent of Purchaser, except that any person into which Seller may be   
merged or consolidated, or any corporation resulting from any merger, conversion
or consolidation to which Seller is a party, or any person succeeding to the    
entire business of Seller shall be the successor to Seller hereunder.           

16. ENTIRE AGREEMENT. This Agreement contains the entire agreement and          
understanding between the parties hereto with respect to the subject matter     
hereof (other than the Letter of Understanding (solely with respect to those    
portions of this Agreement that are not assigned to the Trustee), the           
Indemnification Agreement and the Pooling and Servicing Agreement), and         
supersedes all prior and contemporaneous agreements, understandings,            

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inducements and conditions, express or implied, oral or written, of any nature  
whatsoever with respect to the subject matter hereof. The express terms hereof  
control and supersede any course of performance or usage of the trade           
inconsistent with any of the terms hereof.                                      

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

                              BEAR STEARNS COMMERCIAL MORTGAGE, INC.

                                    By:_________________________________________
   Name:
    Title:

                                   BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES
INC.    

                                    By:_________________________________________
   Name:
    Title:

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 EXHIBIT 1

MORTGAGE LOAN SCHEDULE

o     Mortgage Loan Seller                                                      
o     Loan Number                                                               
o     Property Name                                                             
o     Street Address                                                            
o     City                                                                      
o     State                                                                     
o     Date of Maturity                                                          
o     Cut-off Date Balance                                                      
o     Note Date                                                                 
o     Original Term to Maturity or ARD                                          
o     Remaining Term                                                            
o     Original Amortization                                                     
o     Rate                                                                      
o     ARD Loan (Yes/No)                                                         

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Mortgage     Mortgage                                                                                              Cut-Off Date
Loan Seller  Loan No.   Property Name              Street Address         City               State  Maturity Date  Balance     
-----------  --------   ------------------------   --------------------   ----------------   -----  -------------  ------------
                                                                                                                               
                        One Dag Hammarskjold                                                                                   
BSCMI               1   Plaza                      885 Second Avenue      New York           NY     02/01/2022     $150,000,000
BSCMI               2   One AT&T Center            909 Pine Street        St. Louis          MO     01/01/2017     $112,695,000
                                                   1800 North Mason                                                            
BSCMI               5   Academy Sports HQ          Road                   Katy               TX     02/01/2017      $68,250,000
                                                   1850 North Central                                                          
BSCMI               6   Viad Corporate Center      Avenue                 Phoenix            AZ     12/01/2016      $65,000,000
                        DoubleTree Hotel Jersey    455 Washington                                                              
BSCMI               8   City                       Boulevard              Jersey City        NJ     01/01/2017      $45,000,000
                        The Shops at Sherman       1600-1620 Sherman                                                           
BSCMI              10   Plaza                      Avenue                 Evanston           IL     03/01/2017      $30,275,000
BSCMI              11   503 Broadway               503-511 Broadway       New York           NY     12/01/2016      $30,000,000
BSCMI              19   One Pacific Place          10305 Pacific Street   Omaha              NE     03/01/2017      $23,400,000
                        Holiday Inn - Santa                                                                                    
BSCMI              21   Maria                      2100 North Broadway    Santa Maria        CA     03/01/2017      $23,000,000
                                                   6075-6201                                                                   
BSCMI              22   Lincoln Village            N. Lincoln Avenue      Chicago            IL     12/01/2016      $22,035,000
BSCMI              29   Las Ventanas               2200 E. First Street   Alamogordo         NM     02/01/2017      $17,574,000
BSCMI              30   100 Challenger             100 Challenger Road    Ridgefield Park    NJ     03/01/2018      $17,000,000
                        Fox Chapel Shopping        19717 N. Frederick                                                          
BSCMI              32   Center                     Road                   Germantown         MD     02/01/2017      $15,500,000
                        Four Points Newark                                                                                     
BSCMI              35   Airport                    901 Spring St.         Elizabeth          NJ     02/01/2017      $14,967,632
                                                   2200 East Benson                                                            
BSCMI              38   HSBC Sioux Falls           Road                   Sioux Falls        SD     10/01/2014      $13,755,000
BSCMI              39   FedEx - Edwardsville       9140 Woodend Road      Edwardsville       KS     12/01/2016      $12,880,000
                                                   815 North Pottstown                                                         
BSCMI              42   Inn at Chester Springs     Pike                   Uwchlan Township   PA     03/01/2017      $12,489,131


Mortgage                  Original Term   Remaining Term      Original     Remaining                                           
Loan Seller  Note Date    to Maturity     to Maturity      Amort. Term   Amort. Term   ARD Loan                                
-----------  ----------   -------------   --------------   -----------   -----------   --------                                
                                                                                                                               

BSCMI        01/26/2007             180              178            IO            IO        Yes                                
BSCMI        12/21/2006             120              117            IO            IO        Yes                                

BSCMI        01/18/2007             120              118            IO            IO        Yes                                

BSCMI        11/10/2006             120              116            IO            IO         No                                

BSCMI        12/18/2006             120              117            IO            IO         No                                

BSCMI        02/12/2007             120              119            IO            IO         No                                
BSCMI        12/01/2006             120              116            IO            IO         No                                
BSCMI        02/06/2007             120              119            IO            IO        Yes                                

BSCMI        02/16/2007             120              119           360           360         No                                

BSCMI        12/01/2006             120              116            IO            IO         No                                
BSCMI        01/25/2007             120              118           360           360         No                                
BSCMI        02/14/2007             132              131           360           360         No                                

BSCMI        01/26/2007             120              118            IO            IO         No                                

BSCMI        02/01/2007             120              118           360           358         No                                

BSCMI        02/09/2007              91               90            IO            IO        Yes                                
BSCMI        11/15/2006             120              116            IO            IO        Yes                                

BSCMI        03/01/2007             120              119           360           359         No                                

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Mortgage     Mortgage                                                                                              Cut-Off Date
Loan Seller  Loan No.   Property Name              Street Address         City               State  Maturity Date  Balance     
-----------  --------   ------------------------   --------------------   ----------------   -----  -------------  ------------
                                                                                                                               
                                                   1029-1041 E. Shaw                                                           
BSCMI              46   First and Shaw             Avenue                 Fresno             CA     04/01/2016      $11,100,000
                        Newbury Portfolio - 222                                                                                
BSCMI              52   Newbury Street (I)         222 Newbury Street     Boston             MA     02/01/2017       $4,000,000
                        Newbury Portfolio - 224                                                                                
BSCMI              53   Newbury Street (I)         224 Newbury Street     Boston             MA     02/01/2017       $1,750,000
                        Newbury Portfolio - 232                                                                                
BSCMI              54   Newbury Street (I)         232 Newbury Street     Boston             MA     02/01/2017       $1,750,000
                        Newbury Portfolio - 226                                                                                
BSCMI              55   Newbury Street (I)         226 Newbury Street     Boston             MA     02/01/2017       $1,500,000
                        Newbury Portfolio - 230                                                                                
BSCMI              56   Newbury Street (I)         230 Newbury Street     Boston             MA     02/01/2017       $1,000,000
                        Indrio Crossings                                                                                       
BSCMI              59   Shopping Center            4890 Kings Highway     Fort Pierce        FL     01/01/2017       $9,600,000
                                                   411 West Chapel                                                             
BSCMI              63   NC Mutual Building         Hill Street            Durham             NC     01/01/2012       $9,350,000
BSCMI              71   HIE Solvang                145 Mission Drive      Solvang            CA     02/01/2017       $8,250,000
                                                   5332 Prosperity                                                             
BSCMI              80   Prosperity Market          Church Road            Charlotte          NC     03/01/2017       $7,360,000
                        Walgreens - St.            3839 4th Street                                                             
BSCMI              85   Petersburg                 North                  St Petersburg      FL     02/01/2017       $7,000,000
                        Tractor Supply                                                                                         
                        Portfolio - New                                                                                        
BSCMI              90   Braunfels (III)            840 Loop 337           New Braunfels      TX     12/01/2016       $1,750,000
                        Tractor Supply                                                                                         
                        Portfolio - Livingston                                                                                 
BSCMI              91   (III)                      1820 US Highway 190    Livingston         TX     12/01/2016       $1,725,000


Mortgage                  Original Term   Remaining Term      Original     Remaining                                           
Loan Seller  Note Date    to Maturity     to Maturity      Amort. Term   Amort. Term   ARD Loan                                
-----------  ----------   -------------   --------------   -----------   -----------   --------                                
                                                                                                                               

BSCMI        03/27/2006             120              108           360           360         No                                

BSCMI        01/10/2007             120              118            IO            IO         No                                

BSCMI        01/10/2007             120              118            IO            IO         No                                

BSCMI        01/10/2007             120              118            IO            IO         No                                

BSCMI        01/10/2007             120              118            IO            IO         No                                

BSCMI        01/10/2007             120              118            IO            IO         No                                

BSCMI        12/28/2006             120              117           360           360         No                                

BSCMI        12/21/2006              60               57           360           360         No                                
BSCMI        02/01/2007             120              118           360           360         No                                

BSCMI        02/09/2007             120              119           360           360        Yes                                

BSCMI        01/04/2007             120              118            IO            IO         No                                

BSCMI        12/01/2006             120              116            IO            IO        Yes                                

BSCMI        12/01/2006             120              116            IO            IO        Yes                                

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Mortgage     Mortgage                                                                                              Cut-Off Date
Loan Seller  Loan No.   Property Name              Street Address         City               State  Maturity Date  Balance     
-----------  --------   ------------------------   --------------------   ----------------   -----  -------------  ------------
                                                                                                                               
                        Tractor Supply                                                                                         
                        Portfolio - La Grange      2005 West State                                                             
BSCMI              92   (III)                      Highway 71             La Grange          TX     12/01/2016       $1,405,000
                        Tractor Supply                                                                                         
                        Portfolio - Crockett                                                                                   
BSCMI              93   (III)                      1408 East Loop 304     Crockett           TX     12/01/2016       $1,325,000
                                                   12050 Bustleton                                                             
BSCMI             113   Walgreens - Philadelphia   Avenue                 Philadelphia       PA     01/01/2017       $5,000,000
BSCMI             114   1577 Northern Blvd         1577 Northern Blvd     Manhasset          NY     01/01/2017       $5,000,000
                                                   4601 23rd Avenue                                                            
BSCMI             118   HOM Furniture - Fargo      Southwest              Fargo              ND     02/01/2017       $4,800,000
                        Magnolia Pointe                                                                                        
BSCMI             122   Shopping Center            2000 Clemson Road      Columbia           SC     03/01/2017       $4,495,671
BSCMI             128   La-Z-Boy - Newington       3050 Berlin Turnpike   Newington          CT     02/01/2017       $4,140,000
BSCMI             135   High Pointe Centre         700 Columbiana Drive   Irmo               SC     03/01/2017       $3,996,241
                                                   4870 Old Rathmell                                                           
BSCMI             139   Comfort Inn - Columbus     Court                  Obetz              OH     03/01/2017       $3,745,115
BSCMI             142   King's Ocean               2555 Ocean Avenue      Brooklyn           NY     01/01/2017       $3,500,000
BSCMI             148   Sack 'N Save Garland       11445 Garland Road     Dallas             TX     03/01/2017       $3,290,000
                                                   5692 Rising Sun                                                             
BSCMI             155   Mack Rite Aid              Avenue                 Philadelphia       PA     02/01/2017       $3,100,000
                                                   3502 South 11th                                                             
BSCMI             185   FedEx - Council Bluffs     Street                 Council Bluffs     IA     12/01/2016       $2,185,000
BSCMI             189   Madison Plaza              307-311 Main Street    Madison            NJ     01/01/2022       $2,100,000
BSCMI             194   39 W 56th Street           39 W 56th Street       New York           NY     02/01/2017       $1,991,335
BSCMI             197   Staples - Peru, IL         4350 Mahoney Drive     Peru               IL     12/01/2011       $1,930,000
                                                   704 Boll Weevil                                                             
BSCMI             203   Office Depot Enterprise    Circle                 Enterprise         AL     03/01/2017       $1,850,000


Mortgage                  Original Term   Remaining Term      Original     Remaining                                           
Loan Seller  Note Date    to Maturity     to Maturity      Amort. Term   Amort. Term   ARD Loan                                
-----------  ----------   -------------   --------------   -----------   -----------   --------                                
                                                                                                                               

BSCMI        12/01/2006             120              116            IO            IO        Yes                                

BSCMI        12/01/2006             120              116            IO            IO        Yes                                

BSCMI        12/15/2006             120              117            IO            IO         No                                
BSCMI        12/29/2006             120              117            IO            IO         No                                

BSCMI        01/04/2007             120              118            IO            IO        Yes                                

BSCMI        03/01/2007             120              119           360           359         No                                
BSCMI        01/05/2007             120              118            IO            IO        Yes                                
BSCMI        03/01/2007             120              119           360           359         No                                

BSCMI        02/27/2007             120              119           300           299         No                                
BSCMI        12/18/2006             120              117           360           360         No                                
BSCMI        02/06/2007             120              119            IO            IO        Yes                                

BSCMI        01/09/2007             120              118           360           360         No                                

BSCMI        11/15/2006             120              116            IO            IO        Yes                                
BSCMI        12/21/2006             180              177           360           360         No                                
BSCMI        01/05/2007             120              118           240           238         No                                
BSCMI        11/09/2006              60               56            IO            IO        Yes                                

BSCMI        02/27/2007             120              119            IO            IO        Yes                                

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Mortgage     Mortgage                                                                                              Cut-Off Date
Loan Seller  Loan No.   Property Name              Street Address         City               State  Maturity Date  Balance     
-----------  --------   ------------------------   --------------------   ----------------   -----  -------------  ------------
                                                                                                                               
BSCMI             205   Chili's - Paris            1105 NE Loop 286       Paris              TX     01/01/2017       $1,790,000
                                                   21-25 Sunrise                                                               
                                                   Highway/                                                                    
BSCMI             215   Freeport Henry             12 Henry Street        Freeport           NY     01/01/2017       $1,550,000
                        Starbucks & AutoZone                                                                                   
                        Portfolio Roll-Up (V)                                                                                  


Mortgage                  Original Term   Remaining Term      Original     Remaining                                           
Loan Seller  Note Date    to Maturity     to Maturity      Amort. Term   Amort. Term   ARD Loan                                
-----------  ----------   -------------   --------------   -----------   -----------   --------                                
                                                                                                                               
BSCMI        12/28/2006             120              117            IO            IO        Yes                                

BSCMI        12/18/2006             120              117           360           360         No                                


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 EXHIBIT 2

REPRESENTATIONS AND WARRANTIES REGARDING
 INDIVIDUAL MORTGAGE LOANS

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

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

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

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

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instruments, establishes and creates a valid and, subject to the exceptions set 
forth in paragraph 13 below, enforceable security interest in favor of the      
holder thereof in all of the related Mortgagor's personal property used in, and 
reasonably necessary to operate, the related Mortgaged Property. In the case of 
a Mortgaged Property operated as a hotel or an assisted living facility, the    
Mortgagor's personal property includes all personal property that a prudent     
mortgage lender making a similar Mortgage Loan would deem reasonably necessary  
to operate the related Mortgaged Property as it is currently being operated. A  
Uniform Commercial Code financing statement has been filed and/or recorded in   
all places necessary to perfect a valid security interest in such personal      
property, to the extent a security interest may be so created therein, and such 
security interest is a first priority security interest, subject to any prior   
purchase money security interest in such personal property and any personal     
property leases applicable to such personal property. Notwithstanding the       
foregoing, no representation is made as to the perfection of any security       
interest in rents or other personal property to the extent that possession or   
control of such items or actions other than the filing of Uniform Commercial    
Code financing statements are required in order to effect such perfection.      

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

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

      7. Condition of Property; Condemnation. Except with respect to
Mortgage Loans secured primarily by unimproved land: (i) with respect to the    
Mortgaged Properties securing the Mortgage Loans that were the subject of an    
engineering report within 18 months prior to the Cut-Off Date as set forth on   
Schedule A to this Exhibit 2, each Mortgaged Property is, to Seller's knowledge,
free and clear of any damage (or adequate reserves therefor have been           

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

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

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

       10. Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and       
enforceable provisions (subject to the exceptions set forth in paragraph 13)    
such as to render the rights and remedies of the                                

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holder thereof adequate for the practical realization against the related       
Mortgaged Property of the principal benefits of the security intended to be     
provided thereby.                                                               

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

12. Environmental Conditions.                           

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

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documents to establish an operations and maintenance plan after the 
closing of the Mortgage Loan, (iii) on the effective date of the    
    Environmental Insurance Policy, Seller as originator had no knowledge of
      any material and adverse environmental condition or circumstance affecting
    the Mortgaged Property (other than the existence of LBP, ACM or RG) that
   was not disclosed to the Policy Issuer in one or more of the following:
    (a) the application for insurance, (b) a borrower questionnaire that was
provided to the Policy Issuer or (c) an engineering or other report 
   provided to the Policy Issuer and (iv) the premium of any Environmental
    Insurance Policy has been paid through the maturity of the policy's term
and the term of such policy extends at least five years beyond the  
maturity of the Mortgage Loan. Each Environmental Insurance Policy  
    covering a Mortgaged Property identified on Schedule C to this Exhibit 2
      that constitutes a PLL Policy (1) has a term that is co-terminous with the
    Maturity Date (or, in the case of an ARD Loan, the Anticipated Repayment
   Date) of the related Mortgage Loan, (2) provides for a deductible in an
amount reasonably acceptable to the Seller and (3) is in an amount  
reasonably acceptable to the Seller.                                

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

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

        13. Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and was executed by or on
behalf of                                                                       

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the related Mortgagor is the legal, valid and binding obligation of the maker   
thereof (subject to any non-recourse provisions contained in any of the         
foregoing agreements and any applicable state anti-deficiency or market value   
limit deficiency legislation), enforceable in accordance with its terms, except 
as such enforcement may be limited by bankruptcy, insolvency, reorganization or 
other similar laws affecting the enforcement of creditors' rights generally, and
by general principles of equity (regardless of whether such enforcement is      
considered in a proceeding in equity or at law) and there is no valid defense,  
counterclaim or right of offset or rescission available to the related Mortgagor
with respect to such Mortgage Note, Mortgage or other agreement.                

           14. Insurance. Each Mortgaged Property is, and is required pursuant
to the related Mortgage to be, insured by (a) a fire and extended perils        
insurance policy providing coverage against loss or damage sustained by reason  
of fire, lightning, windstorm, hail, explosion, riot, riot attending a strike,  
civil commotion, aircraft, vehicles and smoke, and, to the extent required as of
the date of origination by the originator of such Mortgage Loan consistent with 
its normal commercial mortgage lending practices, against other risks insured   
against by persons operating like properties in the locality of the Mortgaged   
Property in an amount not less than the lesser of the principal balance of the  
related Mortgage Loan and the replacement cost of the Mortgaged Property, and   
not less than the amount necessary to avoid the operation of any co-insurance   
provisions with respect to the Mortgaged Property, and the policy contains no   
provisions for a deduction for depreciation; (b) a business interruption or     
rental loss insurance policy, in an amount at least equal to twelve (12) months 
of operations of the Mortgaged Property estimated as of the date of origination 
by the originator of such Mortgage Loan consistent with its normal commercial   
lending practices; (c) a flood insurance policy (if any portion of buildings or 
other structures on the Mortgaged Property are located in an area identified by 
the Federal Emergency Management Agency as having special flood hazards and the 
Federal Emergency Management Agency requires flood insurance to be maintained); 
and (d) a comprehensive general liability insurance policy in amounts as are    
generally required by commercial mortgage lenders, and in any event not less    
than $1 million per occurrence. Such insurance policy contains a standard       
mortgagee clause that names the mortgagee as an additional insured in the case  
of liability insurance policies and as a loss payee in the case of property     
insurance policies and requires prior notice to the holder of the Mortgage of   
termination or cancellation. No such notice has been received, including any    
notice of nonpayment of premiums, that has not been cured. Each Mortgage        
obligates the related Mortgagor to maintain all such insurance and, upon such   
Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain 
such insurance at the Mortgagor's cost and expense and to seek reimbursement    
therefor from such Mortgagor. Each Mortgage provides that casualty insurance    
proceeds will be applied (a) to the restoration or repair of the related        
Mortgaged Property, (b) to the restoration or repair of the related Mortgaged   
Property, with any excess insurance proceeds after restoration or repair being  
paid to the Mortgagor, or (c) to the reduction of the principal amount of the   
Mortgage Loan.                                                                  

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

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

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

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

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

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

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

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

(v) Such Ground Lease, or an estoppel letter or other agreement, (A)
     requires the lessor under such Ground Lease to give notice of any default
by the lessee to the holder                                         

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 of the Mortgage; and (B) provides that no notice of termination given
   under such Ground Lease is effective against the holder of the Mortgage
  unless a copy of such notice has been delivered to such holder and the
 lessor has offered or is required to enter into a new lease with such
      holder on terms that do not materially vary from the economic terms of the
Ground Lease.                                                       

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

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

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

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

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

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

      19. LTV Ratio. The gross proceeds of each Mortgage Loan to the
related Mortgagor at origination did not exceed the non-contingent principal    
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an 
interest in real property having a fair market value (i) at the date the        
Mortgage Loan was originated, at least equal to 80 percent of the original      
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least    
equal to 80 percent of the principal balance of the Mortgage Loan on such date; 
provided that for purposes hereof, the fair market value of the real property   
interest must first be reduced by (x) the amount                                

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of any lien on the real property interest that is senior to the Mortgage Loan   
and (y) a proportionate amount of any lien that is in parity with the Mortgage  
Loan (unless such other lien secures a Mortgage Loan that is                    
cross-collateralized with such Mortgage Loan, in which event the computation    
described in clauses (a)(i) and (a)(ii) of this paragraph 19 shall be made on a 
pro rata basis in accordance with the fair market values of the Mortgaged       
Properties securing such cross-collateralized Mortgage Loans); or (b)           
substantially all the proceeds of such Mortgage Loan were used to acquire,      
improve or protect the real property that served as the only security for such  
Mortgage Loan (other than a recourse feature or other third party credit        
enhancement within the meaning of Treasury Regulations Section                  
1.860G-2(a)(1)(ii)).                                                            

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

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

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

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

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

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

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Borrower to provide an opinion of tax counsel to the effect that such release or
substitution of collateral (a) would not constitute a "significant modification"
of such Mortgage Loan within the meaning of Treas. Reg. ss.1.1001-3 and (b)     
would not cause such Mortgage Loan to fail to be a "qualified mortgage" within  
the meaning of Section 860G(a)(3)(A) of the Code.                               

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

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

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

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

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

          31. Actions Concerning Mortgage Loans. To the knowledge of Seller,
there are no actions, suits or proceedings before any court, administrative     
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related         
Mortgaged Property that might adversely affect title to the Mortgaged Property  
or the validity or enforceability of the related Mortgage or that might         
materially and adversely affect the value of the Mortgaged Property as security 
for the Mortgage Loan or the use for which the premises were intended.          

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

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

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

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

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

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

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

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

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

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

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

2-12

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

2-13

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SCHEDULE A

Exceptions to Representations and Warranties

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SCHEDULE B

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

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SCHEDULE C

 List of Mortgage Loans Subject to Secured Creditor Impaired Property Policies

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 EXHIBIT 3
BILL OF SALE

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

            Seller:           Bear Stearns Commercial Mortgage, Inc.
                 Purchaser:        Bear Stearns Commercial Mortgage Securities
Inc.    

        2. Sale. For value received, Seller hereby conveys to Purchaser,
without recourse, all right, title and interest in and to the Mortgage Loans    
identified on Exhibit 1 (the "Mortgage Loan Schedule") to the Mortgage Loan     
Purchase Agreement, dated as of April 5, 2007 (the "Mortgage Loan Purchase      
Agreement"), between Seller and Purchaser and all of the following property:    

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

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

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

3. Purchase Price. The amount equal to [_____________]. 

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

4-1 

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           IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this 5th day of April, 2007.       

SELLER:                             BEAR STEARNS COMMERCIAL MORTGAGE, INC.      

                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________

PURCHASER:                          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES 
INC.    

                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________

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 EXHIBIT 4
 FORM OF LIMITED POWER OF ATTORNEY
TO LASALLE BANK NATIONAL ASSOCIATION
 AND CENTERLINE SERVICING INC.
 WITH RESPECT TO
 BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.,
 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
 SERIES 2007-TOP26

KNOW ALL MEN BY THESE PRESENTS:                         

  WHEREAS, pursuant to the terms of the Mortgage Loan Purchase Agreement
dated as of April 5, 2007 (the "Mortgage Loan Purchase Agreement"), between Bear
Stearns Commercial Mortgage, Inc. ("BSCMI") and Bear Stearns Commercial Mortgage
Securities Inc. ("Depositor"), BSCMI is selling certain multifamily and         
commercial mortgage loans (the "Mortgage Loans") to Depositor;                  

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

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

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

4-1 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

[Signature on next page]

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   IN WITNESS WHEREOF, BSCMI has caused this instrument to be executed and
its corporate seal to be affixed hereto by its officer duly authorized as of    
April 5, 2007.                                                                  

                              BEAR STEARNS COMMERCIAL MORTGAGE, INC.

By:     
Name:   
Title:  

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 ACKNOWLEDGEMENT

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

  On this ____ day of April, 2007, before me appeared ___________, to me
personally known, who, being by me duly sworn did say that he/she is the        
_____________ of Bear Stearns Commercial Mortgage, Inc., and that the seal      
affixed to the foregoing instrument is the corporate seal of said corporation,  
and that said instrument was signed and sealed in behalf of said corporation by 
authority of its board of directors, and said ___________ acknowledged said     
instrument to be the free act and deed of said corporation.                     

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

My Commission Expires:                                  
______________________                                  

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 EXHIBIT K-2

FORM OF PURCHASE AGREEMENT I

WELLS MLPA

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================================================================================

MORTGAGE LOAN PURCHASE AGREEMENT

 between

WELLS FARGO BANK, NATIONAL ASSOCIATION
 as Seller

 and

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
as Purchaser

 Dated as of April 5, 2007

================================================================================

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 TABLE OF CONTENTS

II.   DEFINITIONS..............................................................1
III.  PRIMARY SERVICING........................................................9
IV.   DOCUMENTS AND OTHER MATTERS.............................................23
V.    MASTER SERVICER ASSISTANCE..............................................23
VI.   ADDITIONAL PRIMARY SERVICER COVENANTS...................................25
VII.  PRIMARY SERVICER DEFAULT; TERMINATION; POST-TERMINATION OBLIGATIONS.....36
VIII. SUBCONTRACTORS..........................................................42
IX.   PRIMARY SERVICER TO HOLD PROPERTY FOR THE MASTER SERVICER...............43
X.    INDEMNIFICATION.........................................................43
XI.   MISCELLANEOUS...........................................................45
PROPERTY NAME..................................................................1
INDRIO CROSSINGS SHOPPING CENTER...............................................1

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

Index of Defined Terms

Agreement......................................................................i
Certificate Purchase Agreement.................................................2
Certificates...................................................................2
Code...........................................................................2
Depositor......................................................................1
ERISA..........................................................................2
Initial Purchasers.............................................................2
Master Servicer................................................................i
Memorandum.....................................................................2
Mortgage Loans.................................................................i
Other Mortgage Loans...........................................................2
Paying Agent...................................................................1
Pooling and Servicing Agreement.............................................1, i
Private Certificates...........................................................2
Prospectus Supplement..........................................................2
Public Certificates............................................................2
Purchaser......................................................................i
Seller.........................................................................i
Settlement Date................................................................1
Special Servicer........................................................2,  i, 2
Trust..........................................................................i
Trustee........................................................................2
Underwriters...................................................................2
Underwriting Agreement.........................................................2

MORTGAGE LOAN PURCHASE AGREEMENT

 (WELLS LOANS)

            Mortgage Loan Purchase Agreement ("Agreement"), dated as of April 5,
2007, between Wells Fargo Bank, National Association ("Seller") and Bear Stearns
Commercial Mortgage Securities Inc. ("Purchaser").                              

      Seller agrees to sell and Purchaser agrees to purchase certain
mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as described   
herein. Purchaser will convey the Mortgage Loans to a trust (the "Trust")       
created pursuant to a Pooling and Servicing Agreement (the "Pooling and         
Servicing Agreement"), to be dated as of April 1, 2007 between Purchaser, as    
depositor, Wells Fargo Bank, National Association, as master servicer (the      
"Master Servicer"),                                                             

i 

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Centerline Servicing Inc., as special servicer (the "Special Servicer"), LaSalle
Bank National Association, as trustee and custodian (the "Trustee") and Wells   
Fargo Bank, National Association, as paying agent, certificate registrar and    
authenticating agent. In exchange for the Mortgage Loans and certain other      
mortgage loans to be purchased by Purchaser (collectively the "Other Mortgage   
Loans"), the Trust will issue to the Depositor pass-through certificates to be  
known as Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage  
Pass-Through Certificates, Series 2007-TOP26 (the "Certificates"). The          
Certificates will be issued pursuant to the Pooling and Servicing Agreement.    

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

         The Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class
A-1A, Class A-M and Class A-J Certificates (the "Public Certificates") will be  
sold by Purchaser to Bear, Stearns & Co. Inc. and Morgan Stanley & Co.          
Incorporated (the "Underwriters"), pursuant to an Underwriting Agreement,       
between Purchaser and the Underwriters, dated April 5, 2007 (the "Underwriting  
Agreement"), and the Class X-1, Class X-2, Class B, Class C, Class D, Class E,  
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O,
Class P, Class R-I, Class R-II and Class R-III Certificates (the "Private       
Certificates") will be sold by Purchaser to Bear, Stearns & Co. Inc. and Morgan 
Stanley & Co. Incorporated (the "Initial Purchasers") pursuant to a Certificate 
Purchase Agreement, between Purchaser and the Initial Purchasers, dated April 5,
2007 (the "Certificate Purchase Agreement"). The Underwriters will offer the    
Public Certificates for sale publicly pursuant to a Prospectus dated September  
13, 2006, as supplemented by a Prospectus Supplement dated April 5, 2007        
(together, the "Prospectus Supplement") and the Initial Purchasers will offer   
the Private Certificates for sale in transactions exempt from the registration  
requirements of the Securities Act of 1933 pursuant to a Private Placement      
Memorandum dated April 5, 2007 (the "Memorandum").                              

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

2 

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1. AGREEMENT TO PURCHASE.                                                       

1.1 Seller agrees to sell, and Purchaser agrees to purchase, on a servicing     
released basis, the Mortgage Loans identified on the schedule (the "Mortgage    
Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to 
reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms   
hereof. The Cut-Off Date with respect to the Mortgage Loans is April 1, 2007.   
The Mortgage Loans will have an aggregate principal balance as of the close of  
business on the Cut-Off Date, after giving effect to any payments due on or     
before such date, whether or not received, of $399,814,271. The sale of the     
Mortgage Loans shall take place on April 18, 2007 or such other date as shall be
mutually acceptable to the parties hereto (the "Closing Date"). The purchase    
price to be paid by Purchaser for the Mortgage Loans shall equal the amount set 
forth as such purchase price in a letter dated as of the date hereof, between   
the parties to this Agreement and entered into in connection with this Agreement
and the issuance of the Certificates, which purchase price excludes accrued     
interest and applicable deal expenses. The purchase price shall be paid to      
Seller by wire transfer in immediately available funds on the Closing Date.     

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

2. CONVEYANCE OF MORTGAGE LOANS.                                                

2.1 Effective as of the Closing Date, subject only to receipt of the            
consideration referred to in Section 1 hereof and the satisfaction of the       
conditions specified in Sections 6 and 7 hereof, Seller does hereby transfer,   
assign, set over and otherwise convey to Purchaser, without recourse, except as 
specifically provided herein all the right, title and interest of Seller, with  
the understanding that a Servicing Rights Purchase and Sale Agreement, dated    
April 1, 2007, will be executed by Seller and the Master Servicer, in and to the
Mortgage Loans identified on the Mortgage Loan Schedule as of the Closing Date. 
The Mortgage Loan Schedule, as it may be amended from time to time on or prior  
to the Closing Date, shall conform to the requirements of this Agreement and the
Pooling and Servicing Agreement. In connection with such transfer and           
assignment, Seller shall deliver to or on behalf of the Trustee, on behalf of   
Purchaser, on or prior to the Closing Date, the Mortgage Note (as described in  
clause 2.2.1 hereof) for each Mortgage Loan and on or prior to the fifth        
Business Day after the Closing Date, five limited powers of attorney            
substantially in the form attached hereto as Exhibit 4 in favor of the Trustee  
and the Special Servicer to empower the Trustee and, in the event of the failure
or incapacity of the Trustee, the Special Servicer, to submit for recording, at 
the expense of Seller, any mortgage loan documents required to be recorded as   
described in the Pooling and Servicing Agreement and any intervening assignments
with evidence of recording thereon that are required to be included in the      
Mortgage Files (so long as original counterparts have previously been delivered 
to the Trustee). Seller agrees to reasonably cooperate with the Trustee and the 
Special Servicer in connection with any additional powers of attorney or        
revisions thereto that are requested by such parties for purposes of such       
recordation. The parties hereto agree that no such power of attorney shall be   
used with respect to any Mortgage Loan by or under authorization by any party   

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

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

2.2.1 The original Mortgage Note bearing all intervening endorsements, endorsed 
"Pay to the order of LaSalle Bank National Association, as Trustee for Bear     
Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through   
Certificates, Series 2007-TOP26, without recourse, representation or warranty"  
or if the original Mortgage Note is not included therein, then a lost note      
affidavit, with a copy of the Mortgage Note attached thereto;                   

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

2.2.3 The originals of all agreements modifying a Money Term or other material  
modification, consolidation and extension agreements, if any, with evidence of  
recording thereon, or if any such original modification, consolidation or       
extension agreement has been delivered to the appropriate recording office for  
recordation and either has not yet been returned on or prior to the 45th day    
following the Closing Date with evidence of recordation thereon or has been lost
after                                                                           

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

2.2.4 An original Assignment of Mortgage for each Mortgage Loan, in form and    
substance acceptable for recording, signed by the holder of record in favor of  
"LaSalle Bank National Association, as Trustee for Bear Stearns Commercial      
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 
2007-TOP26," provided, if the related Mortgage has been recorded in the name of 
Mortgage Electronic Registration Systems, Inc. ("MERS") or its designee, no such
assignments will be required to be submitted for recording or filing and        
instead, Seller shall take all actions as are necessary to cause the Trustee to 
be shown as the owner of the related Mortgage on the record of MERS for purposes
of the system of recording transfers of beneficial ownership of mortgages       
maintained by MERS and shall deliver to the Master Servicer and the Special     
Servicer evidence confirming that the Trustee is shown as the owner on the      
record of MERS;                                                                 

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

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

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"LaSalle Bank National Association, as Trustee for Bear Stearns Commercial      
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 
2007-TOP26," which assignment may be effected in the related Assignment of      
Mortgage, provided, if the related Mortgage has been recorded in the name of    
MERS or its designee, no assignment of Assignment of Leases in favor of the     
Trustee will be required to be recorded or delivered and instead, Seller shall  
take all actions as are necessary to cause the Trustee to be shown as the owner 
of the related Mortgage on the record of MERS for purposes of the system of     
recording transfers of beneficial ownership of mortgages maintained by MERS and 
shall deliver to the Master Servicer and the Special Servicer evidence          
confirming that the Trustee is shown as the owner on the record of MERS;        

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

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

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

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

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

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

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

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

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

2.2.15 Any Environmental Insurance Policy; and                                  

2.2.16 Any affidavit and indemnification agreement.                             

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3. EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW.                      

3.1 Seller shall (i) deliver to Purchaser on or before the Closing Date a       
diskette acceptable to Purchaser that contains such information about the       
Mortgage Loans as may be reasonably requested by Purchaser, (ii) deliver to     
Purchaser investor files (collectively the "Collateral Information") with       
respect to the assets proposed to be included in the Mortgage Pool and made     
available at Purchaser's headquarters in New York, and (iii) otherwise cooperate
fully with Purchaser in its examination of the credit files, underwriting       
documentation and Mortgage Files for the Mortgage Loans and its due diligence   
review of the Mortgage Loans. The fact that Purchaser has conducted or has      
failed to conduct any partial or complete examination of the credit files,      
underwriting documentation or Mortgage Files for the Mortgage Loans shall not   
affect the right of Purchaser or the Trustee to cause Seller to cure any        
Material Document Defect                                                        

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or Material Breach (each as defined below), or to repurchase or replace the     
defective Mortgage Loans pursuant to Section 5 hereof.                          

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

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

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

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the nature and wording of such disclosure and Purchaser shall use reasonable    
efforts to obtain confidential treatment therefor. Notwithstanding the          
foregoing, if reasonably advised by counsel that Purchaser is required by a     
regulatory agency or court order to make such disclosure immediately, then      
Purchaser shall be permitted to make such disclosure without prior review by    
Seller.                                                                         

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

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

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

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

4.1.3 No consent, approval, authorization or order of, registration or filing   
with, or notice to, any governmental authority or court is required, under      
federal or state law, for the execution, delivery and performance of or         
compliance by Seller with this Agreement, or the consummation by Seller of any  
transaction contemplated hereby, other than (A) such qualifications as may be   
required under state securities or blue sky laws, (B) the filing or recording of
financing statements, instruments of assignment and other similar documents     
necessary in connection with Seller's sale of the Mortgage Loans to Purchaser,  
(C) such consents, approvals, authorizations, qualifications, registrations,    
filings or notices as have been obtained and (D) where the lack of such consent,
approval, authorization, qualification, registration, filing or notice would not
have a material adverse effect on the performance by Seller under this          
Agreement.                                                                      

4.1.4 Neither the transfer of the Mortgage Loans to Purchaser, nor the          
execution, delivery or performance of this Agreement by Seller, conflicts or    
will conflict with, results or will result in a                                 

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breach of, or constitutes or will constitute a default under (A) any term or    
provision of Seller's articles of organization or by-laws, (B) any term or      
provision of any material agreement, contract, instrument or indenture to which 
Seller is a party or by which it or any of its assets is bound or results in the
creation or imposition of any lien, charge or encumbrance upon any of its       
property pursuant to the terms of any such indenture, mortgage, contract or     
other instrument, other than pursuant to this Agreement, or (C) after giving    
effect to the consents or taking of the actions contemplated in Section 4.1.3   
hereof, any law, rule, regulation, order, judgment, writ, injunction or decree  
of any court or governmental authority having jurisdiction over Seller or its   
assets, except where in any of the instances contemplated by clauses (B) or (C) 
above, any conflict, breach or default, or creation or imposition of any lien,  
charge or encumbrance, will not have a material adverse effect on the           
consummation of the transactions contemplated hereby by Seller or its ability to
perform its obligations and duties hereunder or result in any material adverse  
change in the business, operations, financial condition, properties or assets of
Seller, or in any material impairment of the right or ability of Seller to carry
on its business substantially as now conducted.                                 

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

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

4.1.7 To Seller's knowledge, Seller's Information (as defined in that certain   
indemnification agreement, dated April 5, 2007, between Seller, Purchaser, the  
Underwriters and the Initial Purchasers (the "Indemnification Agreement")) does 
not contain any untrue statement of a material fact or omit to state a material 
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading. Notwithstanding anything contained  
herein to the contrary, this subparagraph 4.1.7 shall run exclusively to the    
benefit of Purchaser and no other party.                                        

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

4.1.9 For so long as the Trust is subject to the reporting requirements of the  
Exchange Act, the Seller shall provide the Purchaser (or with respect to any    
Serviced Companion Mortgage Loan that is deposited into an Other Securitization,
the depositor in such Other Securitization) and the Paying Agent with any       
Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure set     
forth next to the Seller's name on Schedule XV and Schedule XVI of the Pooling  
and Servicing Agreement within the time periods and in accordance with the      
provisions set forth in the Pooling and Servicing Agreement.                    

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

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

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

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

4.2.2 Purchaser has full power and authority to acquire the Mortgage Loans, to  
execute and deliver this Agreement and to enter into and consummate all         
transactions contemplated by this Agreement. Purchaser has duly and validly     
authorized the execution, delivery and performance of this Agreement and has    
duly and validly executed and delivered this Agreement. This Agreement, assuming
due authorization, execution and delivery by Seller, constitutes the valid and  
binding obligation of Purchaser, enforceable against it in accordance with its  
terms, except as such enforceability may be limited by bankruptcy, insolvency,  
reorganization, moratorium and other similar laws affecting the enforcement of  
creditors' rights generally and by general principles of equity, regardless of  
whether such enforcement is considered in a proceeding in equity or at law.     

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

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

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

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

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

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

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

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

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

5.2 It is hereby further acknowledged that if any document required to be       
delivered to the Trustee pursuant to Section 2 hereof is not delivered as and   
when required, not properly executed or is defective on its face, or if there is
a breach of any of the representations and warranties required to be made by    
Seller regarding the characteristics of the Mortgage Loans and/or the related   
Mortgaged Properties as set forth in Exhibit 2 hereto, and in either case the   
party discovering such breach or defect determines that either (i) the defect or
breach materially and adversely affects the interests of the holders of the     
Certificates in the related Mortgage Loan or (ii) both (A) the defect or breach 
materially and adversely affects the value of the Mortgage Loan and (B) the     
Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage   
Loan (any such defect described in the preceding clause (i) or (ii), a "Material
Document Defect" and any such breach described in the preceding clause (i) or   
(ii), a "Material Breach"), the party determining that such Material Document   
Defect or Material Breach exists shall promptly notify, in writing, the other   
parties; provided that any breach of the representation and warranty contained  
in paragraph (41) of such Exhibit 2 shall constitute a Material Breach only if  
such prepayment premium or yield maintenance charge is not deemed "customary"   
for commercial mortgage loans as evidenced by (i) an opinion of tax counsel to  
such effect or (ii) a determination by the Internal Revenue Service that such   
provision is not customary. Promptly (but in any event within three Business    
Days) upon determining (or becoming aware of another party's determination) that
any such Material Document Defect or Material Breach exists (which              

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determination shall, absent evidence to the contrary, be presumed to be no      
earlier than three Business Days prior to delivery of the notice to Seller      
referred to below), the Master Servicer shall, and the Special Servicer may,    
request that Seller, not later than 90 days from Seller's receipt of the notice 
of such Material Document Defect or Material Breach, cure such Material Document
Defect or Material Breach, as the case may be, in all material respects;        
provided, however, that if such Material Document Defect or Material Breach, as 
the case may be, cannot be corrected or cured in all material respects within   
such 90 day period, and such Material Document Defect or Material Breach would  
not cause the Mortgage Loan to be other than a "qualified mortgage"(as defined  
in the Code) but Seller is diligently attempting to effect such correction or   
cure, as certified by Seller in an Officer's Certificate delivered to the       
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is then 
a Specially Serviced Mortgage Loan and a Servicing Transfer Event has occurred  
as a result of a monetary default or as described in clause (ii) or clause (v)  
of the definition of "Servicing Transfer Event" in the Pooling and Servicing    
Agreement and (y) the Material Document Defect was identified in a certification
delivered to Seller by the Trustee pursuant to Section 2.2 of the Pooling and   
Servicing Agreement not less than 90 days prior to the delivery of the notice of
such Material Document Defect. The parties acknowledge that neither delivery of 
a certification or schedule of exceptions to Seller pursuant to Section 2.2 of  
the Pooling and Servicing Agreement or otherwise nor possession of such         
certification or schedule by Seller shall, in and of itself, constitute delivery
of notice of any Material Document Defect or knowledge or awareness by Seller,  
the Master Servicer or the Special Servicer of any Material Document Defect     
listed therein.                                                                 

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

5.4 If (x) a Mortgage Loan is to be repurchased or replaced as contemplated     
above (a "Defective Mortgage Loan"), (y) such Defective Mortgage Loan is        
cross-collateralized and cross-defaulted with one or more other Mortgage Loans  
("Crossed Mortgage Loans") and (z) the applicable document defect or breach does
not constitute a Material Document Defect or Material Breach, as the case may   
be, as to such Crossed Mortgage Loans (without regard to this paragraph), then  
the applicable document defect or breach (as the case may be) shall be deemed to
constitute a Material Document Defect or Material Breach, as the case may be, as
to each such                                                                    

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

5.5 With respect to any Defective Mortgage Loan, to the extent that Seller is   
required to repurchase or substitute for such Defective Mortgage Loan (each, a  
"Repurchased Loan") in the manner prescribed above while the Trustee (as        
assignee of Purchaser) continues to hold any Crossed Mortgage Loan, Seller and  
Purchaser hereby agree to forebear from enforcing any remedies against the      
other's Primary Collateral but may exercise remedies against the Primary        
Collateral securing their respective Mortgage Loans, including with respect to  
the Trustee, the Primary Collateral securing the Mortgage Loans still held by   
the Trustee, so long as such exercise does not impair the ability of the other  
party to exercise its remedies against its Primary Collateral. If the exercise  
of remedies by one party would impair the ability of the other party to exercise
its remedies with respect to the Primary Collateral securing the Mortgage Loan  
or Mortgage Loans held by such party, then both parties shall forbear from      
exercising such remedies until the loan documents evidencing and securing the   
relevant Mortgage Loans can be modified in a manner that complies with the      
Pooling and Servicing Agreement to remove the threat of impairment as a result  
of the exercise of remedies. Any reserve or other cash collateral or letters of 
credit securing the Crossed Mortgage Loans shall be allocated between such      
Mortgage Loans in accordance with the Mortgage Loan documents, or otherwise on a
pro rata basis based upon their outstanding Principal Balances. All other terms 
of the Mortgage Loans shall remain in full force and effect, without any        
modification thereof. The Mortgagors set forth on Schedule B hereto are intended
third-party beneficiaries of the provisions set forth in this                   

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paragraph and the preceding paragraph. The provisions of this paragraph and the 
preceding paragraph may not be modified with respect to any Mortgage Loan       
without the related Mortgagor's consent.                                        

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

5.7 If Seller disputes that a Material Document Defect or Material Breach exists
with respect to a Mortgage Loan or otherwise refuses (i) to effect a correction 
or cure of such Material Document Defect or Material Breach, (ii) to repurchase 
the affected Mortgage Loan from Purchaser or its assignee or (iii) to replace   
such Mortgage Loan with a Qualifying Substitute Mortgage Loan, each in          
accordance with this Agreement, then provided that (x) the period of time       
provided for Seller to correct, repurchase or cure has expired and (y) the      
Mortgage Loan is then in default and is then a Specially Serviced Mortgage Loan,
the Special Servicer may, subject to the Servicing Standard, modify, work-out or
foreclose, sell or otherwise liquidate (or permit the liquidation of) the       
Mortgage Loan pursuant to Sections 9.5, 9.12, 9.15 and 9.36, as applicable, of  
the Pooling and Servicing Agreement, while pursuing the repurchase claim. Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to a
work-out shall not constitute a defense to any repurchase claim nor shall such  
modification and work-out change the Purchase Price due from Seller for any     
repurchase claim. In the event of any such modification and work-out, Seller    
shall be obligated to repurchase the Mortgage Loan as modified and the Purchase 
Price shall include any Work-Out Fee paid to the Special Servicer up to the date
of repurchase plus the present value (calculated at a discount rate equal to the
applicable Mortgage Rate) of the Work-Out Fee that would have been payable to   
the Special Servicer in respect of such Mortgage Loan if the Mortgage Loan      
performed in accordance with its terms to its Maturity Date, provided that no   
amount shall be paid by Seller in respect of any Work-Out Fee if a Liquidation  
Fee already comprises a portion of the Purchase Price.                          

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

5.9 The fact that a Material Document Defect or Material Breach is not          
discovered until after foreclosure (but in all instances prior to the sale of   
the related REO Property or Mortgage Loan) shall not prejudice any claim against
Seller for repurchase of the REO Mortgage Loan or REO Property. In such an      
event, the Master Servicer shall notify Seller of the discovery of the Material 
Document Defect or Material Breach and Seller shall have 90 days to correct or  
cure                                                                            

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such Material Document Defect or Material Breach or purchase the REO Property   
(or interest therein) at the Purchase Price. After a final liquidation of the   
Mortgage Loan or REO Mortgage Loan, if a court of competent jurisdiction issues 
a final order after the expiration of any applicable appeal period that Seller  
is or was obligated to repurchase the related Mortgage Loan or REO Mortgage Loan
(or interest therein) (a "Final Judicial Determination") or Seller otherwise    
accepts liability, then, but in no event later than the Termination of the Trust
pursuant to Section 9.30 of the Pooling and Servicing Agreement, Seller will be 
obligated to pay to the Trust the difference between any Liquidation Proceeds   
received upon such liquidation in accordance with the Pooling and Servicing     
Agreement (including those arising from any sale to Seller) and the Purchase    
Price.                                                                          

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

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

5.12 Notwithstanding the foregoing, in the event that there is a breach of the  
representations and warranties set forth in paragraph 39 in Exhibit 2 hereto,   
and as a result the payments, by a Mortgagor, of reasonable costs and expenses  
associated with the defeasance or assumption of a Mortgage Loan are insufficient
causing the Trust to incur an Additional Trust Expense in an amount equal to    
such reasonable costs and expenses not paid by such Mortgagor, Seller hereby    
covenants and agrees to reimburse the Trust within 90 days of the receipt of    
notice of such breach in an amount sufficient to avoid such Additional Trust    
Expense. The parties hereto acknowledge that such reimbursement shall be        
Seller's sole obligation with respect to the breach discussed in the previous   
sentence.                                                                       

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

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

6. CLOSING.                                                                     

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

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

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

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

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

6.1.5 All other terms and conditions of this Agreement required to be complied  
with on or before the Closing Date shall have been complied with, and Seller and
Purchaser shall have the ability to comply with all terms and conditions and    
perform all duties and obligations required to be complied with or performed    
after the Closing Date.                                                         

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

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

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

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

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

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

7.1 This Agreement duly executed by Purchaser and Seller.                       

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

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

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

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

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

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

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

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

7.6.4 Neither the execution, delivery or performance of this Agreement by       
Seller, nor the consummation by Seller of any of the transactions contemplated  
by the terms of this Agreement (A) conflicts with or results in a breach or     
violation of, or constitutes a default under, the                               

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organizational documents of Seller, (B) to the knowledge of such counsel,       
constitutes a default under any term or provision of any material agreement,    
contract, instrument or indenture, to which Seller is a party or by which it or 
any of its assets is bound or results in the creation or imposition of any lien,
charge or encumbrance upon any of its property pursuant to the terms of any such
indenture, mortgage, contract or other instrument, other than pursuant to this  
Agreement, or (C) conflicts with or results in a breach or violation of any law,
rule, regulation, order, judgment, writ, injunction or decree of any court or   
governmental authority having jurisdiction over Seller or its assets, except    
where in any of the instances contemplated by clauses (B) or (C) above, any     
conflict, breach or default, or creation or imposition of any lien, charge or   
encumbrance, will not have a material adverse effect on the consummation of the 
transactions contemplated hereby by Seller or materially and adversely affect   
its ability to perform its obligations and duties hereunder or result in any    
material adverse change in the business, operations, financial condition,       
properties or assets of Seller, or in any material impairment of the right or   
ability of Seller to carry on its business substantially as now conducted.      

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

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

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

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

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

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

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

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

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

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

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

7.14 An executed Bill of Sale in the form attached hereto as Exhibit 3.         

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

9. NOTICES. All communications provided for or permitted hereunder shall be in  
writing and shall be deemed to have been duly given if (a) personally delivered,
(b) mailed by registered or certified mail, postage prepaid and received by the 
addressee, (c) sent by express courier delivery service and received by the     
addressee, or (d) transmitted by telex or facsimile transmission (or any other  
type of electronic transmission agreed upon by the parties) and confirmed by a  
writing delivered by any of the means described in (a), (b) or (c), if (i) to   
Purchaser, addressed to addressed to Bear Stearns Commercial Mortgage Securities
Inc., 383 Madison Avenue, New York, New York 10179, Attention: J. Christopher   
Hoeffel, Senior Managing Director, Commercial Mortgage Department (with a copy  
to the attention of Joseph T. Jurkowski, Jr., Managing Director, Legal          
Department) (or such other address as may hereafter be furnished in writing by  
Purchaser), or if (ii) to Seller, addressed to Seller at Wells Fargo Bank,      
National Association, 225 West Wacker Drive, Suite 2550, Chicago, Illinois      
60606, Attention: Brigid Mattingly (with a copy to the attention of Robert F.   
Darling, Esq., Wells Fargo Bank, National Association, 633 Folsom Street, 7th   
Floor, MAC A0149-075, San Francisco, California 94107) (or such other address as
may hereafter be furnished in writing by such entity).                          

10. SEVERABILITY OF PROVISIONS. Any part, provision, representation, warranty or
covenant of this Agreement that is prohibited or that is held to be void or     
unenforceable shall be ineffective to the extent of such prohibition or         
unenforceability without invalidating the remaining provisions hereof. Any part,
provision, representation, warranty or covenant of this                         

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

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

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

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

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

15. MISCELLANEOUS. This Agreement may be executed in two or more counterparts,  
each of which when so executed and delivered shall be an original, but all of   
which together shall constitute one and the same instrument. Neither this       
Agreement nor any term hereof may be changed, waived, discharged or terminated  
orally, but only by an instrument in writing signed by the party against whom   
enforcement of the change, waiver, discharge or termination is sought.          

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The headings in this Agreement are for purposes of reference only and shall not 
limit or otherwise affect the meaning hereof. The rights and obligations of     
Seller under this Agreement shall not be assigned by Seller without the prior   
written consent of Purchaser, except that any person into which Seller may be   
merged or consolidated, or any corporation resulting from any merger, conversion
or consolidation to which Seller is a party, or any person succeeding to the    
entire business of Seller shall be the successor to Seller hereunder.           

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

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

                              WELLS FARGO BANK, NATIONAL ASSOCIATION

                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________

                                   BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES
INC.    

                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________

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 EXHIBIT 1

MORTGAGE LOAN SCHEDULE

o     Mortgage Loan Seller                                                      
o     Loan Number                                                               
o     Property Name                                                             
o     Street Address                                                            
o     City                                                                      
o     State                                                                     
o     Date of Maturity                                                          
o     Cut-off Date Balance                                                      
o     Note Date                                                                 
o     Original Term to Maturity or ARD                                          
o     Remaining Term                                                            
o     Original Amortization                                                     
o     Rate                                                                      
o     ARD Loan (Yes/No)                                                         

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Mortgage     Mortgage                                                                                                    
Loan Seller  Loan No.   Property Name                         Street Address                     City               State
-----------  --------   -----------------------------------   --------------------------------   ----------------   -----
                                                                                                                         
WFB                13   Regions/Gillette Medical Office       435 Phalen Blvd.                   St. Paul           MN   
WFB                16   MetroNorth Business Center            74 Commerce Way                    Woburn             MA   
WFB                25   DRA - Lake Emma Corporate Park        3200-3210 Lake Emma Road           Lake Mary          FL   
WFB                26   Sierra Trading Post Fulfillment (B)   5121 Campstool Road                Cheyenne           WY   
                        Sierra Trading Post Admin Building                                                               
WFB                27   (B)                                   5025 Campstool Rd                  Cheyenne           WY   
WFB                28   University Square Apts/Retail         1600 Warren Street                 Mankato            MN   

WFB                33   Byram Plaza Shopping Center           Drive                              Stanhope           NJ   
WFB                44   Gemini Plaza                          1150 Gemini Street                 Houston            TX   
WFB                48   Rave Cinemas Baton Rouge              16040 Hatteras Ave                 Baton Rouge        LA   
WFB                58   Rave Cinemas Pensacola                6595 North W. St.                  Pensacola          FL   
WFB                65   The Regency Suites Hotel              975 West Peachtree Street          Atlanta            GA   
WFB                66   Provo Craft                           151 East 3450 North                Spanish Fork       UT   
WFB                67   Hampton Inn Lexington                 401 E Nelson St.                   Lexington          VA   
WFB                75   1600 Central Avenue                   1600 Central Avenue                Far Rockaway       NY   
WFB                86   9300 Flair Drive                      9300 Flair Drive                   El Monte           CA   
WFB                88   Holiday Inn Express Chester           2 Bryle Place                      Chester            NY   
WFB                89   Glad Business Park                    2446-2530 Main Street              Chula Vista        CA   
                        Tractor Supply Portfolio Roll-Up                                                                 
                        (III)                                                                                            
WFB                94   Rave Cinemas Port St. Lucie           1900 NW Courtyard Circle           Port St. Lucie     FL   
WFB                97   Radisson Hotel Corning                125 Denison Parkway East           Corning            NY   
WFB                99   Western Union                         13022 Hollenberg Drive             Bridgeton          MO   
WFB               100   Macomb Centre                         19700-19800 Hall Road              Clinton Township   MI   
WFB               101   A-American Lipoa                      115 East Lipoa Street              Kihei              HI   
WFB               110   Holiday Inn Express Abingdon          940 East Main Street               Abingdon           VA   


Mortgage                     Cut-Off Date                Original Term   Remaining Term      Original     Remaining      
Loan Seller  Maturity Date   Balance        Note Date    to Maturity     to Maturity      Amort. Term   Amort. Term      
-----------  -------------   ------------   ----------   -------------   --------------   -----------   -----------      
                                                                                                                         
WFB          03/01/2017       $27,980,140   02/07/2007             120              119           360           359      
WFB          01/01/2014       $26,000,000   12/21/2006              84               81            IO            IO      
WFB          02/01/2012       $18,300,000   01/23/2007              60               58            IO            IO      
WFB          01/01/2012       $11,921,878   12/18/2006              60               57           240           237      

WFB          01/01/2012        $6,358,335   12/18/2006              60               57           240           237      
WFB          03/01/2017       $17,850,000   02/13/2007             120              119           360           360      

WFB          04/01/2017       $15,500,000   03/08/2007             120              120           360           360      
WFB          03/01/2012       $12,000,000   02/12/2007              60               59           360           360      
WFB          02/01/2017       $11,074,354   01/09/2007             120              118           360           358      
WFB          02/01/2017        $9,677,588   01/12/2007             120              118           360           358      
WFB          02/01/2017        $9,000,000   01/25/2007             120              118           360           360      
WFB          05/01/2020        $8,938,055   10/26/2006             162              157           300           295      
WFB          04/01/2017        $8,600,000   03/05/2007             120              120           360           360      
WFB          02/01/2017        $8,000,000   01/31/2007             120              118           360           360      
WFB          03/01/2017        $6,993,825   02/08/2007             120              119           360           359      
WFB          03/01/2017        $6,700,000   03/01/2007             120              119           360           360      
WFB          03/01/2017        $6,500,000   02/23/2007             120              119            IO            IO      

WFB          02/01/2017        $6,185,675   01/11/2007             120              118           360           358      
WFB          02/01/2017        $6,086,710   01/31/2007             120              118           360           358      
WFB          01/01/2017        $6,000,000   12/22/2006             120              117           360           360      
WFB          02/01/2017        $5,983,694   02/01/2007             120              118           324           322      
WFB          01/01/2012        $5,972,716   12/19/2006              60               57           300           297      
WFB          03/01/2017        $5,200,000   02/15/2007             120              119           300           300      


Mortgage                                                                                                                 
Loan Seller  ARD Loan                                                                                                    
-----------  ------------------------------                                                                              
                                                                                                                         
WFB          Yes                                                                                                         
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          

WFB          No                                                                                                          
WFB          No                                                                                                          
             Route 206 and Lake Lackawanna                                                                               
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          Yes                                                                                                         
WFB          Yes                                                                                                         
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          Yes                                                                                                         
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          Yes                                                                                                         
WFB          No                                                                                                          

WFB          Yes                                                                                                         
WFB          No                                                                                                          
WFB          Yes                                                                                                         
WFB          Yes                                                                                                         
WFB          No                                                                                                          
WFB          No                                                                                                          

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Mortgage     Mortgage                                                                                                    
Loan Seller  Loan No.   Property Name                         Street Address                     City               State
-----------  --------   -----------------------------------   --------------------------------   ----------------   -----
                                                                                                                         
WFB               115   Brea Mini-Storage                     502 Apollo Street                  Brea               CA   

WFB               116   Buena Park Business Complex           6940-6980 Aragon Circle            Buena Park         CA   
WFB               117   Country Inn Hagerstown                17612 Valley Mall Rd               Hagerstown         MD   
WFB               119   North Main Storage                    1280 North Main Street             Manteca            CA   
WFB               120   Brentwood Country Mart                225-253 26th Street                Los Angeles        CA   
WFB               123   Days Inn at Country Club              333 West Juanita Ave               Mesa               AZ   
WFB               124   Victoria Place Center                 3144 - 3240 Broadway Street        Eureka             CA   
WFB               126   The Plaza at Jordan Creek Crossing    230 S. 68th Street                 West Des Moinces   IA   
WFB               131   Ameripath                             6750 West 52nd Ave.                Arvada             CO   
WFB               136   51 Auto Center Drive                  51 Auto Center Drive               Irvine             CA   
                        Optronics Portfolio Roll-Up (IV)                                                                 
WFB               137   Optronics - Flora (IV)                604 First Street                   Flora              MS   
WFB               138   Optronics - Muskogee (IV)             401 S 41st Street East             Muskogee           OK   
WFB               140   American River Drive                  3406-3436 American River Drive     Sacramento         CA   
WFB               146   Rainbow Village Las Vegas             5625 - 5645 S. Rainbow Blvd.       Las Vegas          NV   

WFB               147   Venice Beach Retail                   5-11 Dudley Avenue                 Venice Beach       CA   
WFB               149   The Elms MHP                          871 South Main St                  Fon Du Lac         WI   
WFB               153   Sullivan Moving and Storage           5704 Copley Drive                  San Diego          CA   
WFB               157   Hampton Inn - Clackamas               9040 SE Adams Street               Clackamas          OR   
WFB               160   Reno Airport Center                   1100 East Plumb Lane               Reno               NV   
WFB               162   Midway Industrial Park                2775 & 2785 Kurtz Street           San Diego          CA   
WFB               163   3636 Birch Street                     3636 Birch Street                  Newport Beach      CA   


Mortgage                     Cut-Off Date                Original Term   Remaining Term      Original     Remaining      
Loan Seller  Maturity Date   Balance        Note Date    to Maturity     to Maturity      Amort. Term   Amort. Term      
-----------  -------------   ------------   ----------   -------------   --------------   -----------   -----------      
                                                                                                                         
WFB          03/01/2017        $4,995,465   02/05/2007             120              119           360           359      

WFB          02/01/2017        $4,988,485   12/21/2006             120              118           360           358      
WFB          01/01/2017        $4,977,657   12/14/2006             120              117           300           297      
WFB          02/01/2017        $4,650,000   01/24/2007             120              118           360           360      
WFB          02/01/2012        $4,500,000   01/02/2007              60               58            IO            IO      
WFB          03/01/2017        $4,490,490   02/07/2007             120              119           240           239      
WFB          01/01/2017        $4,486,103   12/14/2006             120              117           360           357      
WFB          01/01/2017        $4,386,230   12/20/2006             120              117           360           357      
WFB          03/01/2017        $4,050,000   02/12/2007             120              119           360           360      
WFB          02/01/2017        $3,981,137   01/08/2007             120              118           240           238      

WFB          02/01/2022        $2,881,349   02/01/2007             180              178           360           358      
WFB          02/01/2022        $1,047,942   02/01/2007             180              178           360           358      
WFB          02/01/2017        $3,741,790   01/22/2007             120              118           360           358      
WFB          02/01/2017        $3,392,471   01/17/2007             120              118           360           358      

WFB          02/01/2017        $3,292,716   01/18/2007             120              118           360           358      
WFB          02/01/2017        $3,280,000   01/24/2007             120              118           360           360      
WFB          01/01/2017        $3,185,226   12/05/2006             120              117           300           297      
WFB          02/01/2017        $3,091,034   01/16/2007             120              118           300           298      
WFB          02/01/2017        $3,000,000   01/16/2007             120              118           360           360      
WFB          02/01/2017        $2,993,432   01/22/2007             120              118           360           358      
WFB          02/01/2017        $2,986,490   12/29/2006             120              118           240           238      


Mortgage                                                                                                                 
Loan Seller  ARD Loan                                                                                                    
-----------  ------------------------------                                                                              
                                                                                                                         
WFB          No                                                                                                          
             6481 Orangethorpe Road and                                                                                  
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          Yes                                                                                                         
WFB          No                                                                                                          

WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
             321-325 Ocean Front Walk and                                                                                
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          

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Mortgage     Mortgage                                                                                                    
Loan Seller  Loan No.   Property Name                         Street Address                     City               State
-----------  --------   -----------------------------------   --------------------------------   ----------------   -----
                                                                                                                         
WFB               168   August Supply                         1575 Adrian Road                   Burlingame         CA   
                        Security Public Storage -                                                                        
WFB               169   Sacramento I                          3901 Fruitridge Road               Sacramento         CA   
WFB               170   North Creek Business Park             14110-14260 NE 21st St.            Bellevue           WA   
WFB               171   Cost Plus - Torrance                  22929 Hawthorne Boulevard          Torrance           CA   
WFB               173   94 - 125 Leokane                      94 - 125 Leokane St.               Waipahu            HI   
WFB               176   Boulevard Walk                        6330 Lawrenceville Highway 29      Tucker             GA   
WFB               177   Hualapai Village Center               3370 S. Hualapai Way               Las Vegas          NV   
WFB               181   Newington Warehouse                   7234 Fullerton Road                Springfield        VA   
WFB               182   Handi Self Storage - Lexington        160 West Tiverton Way              Lexington          KY   
WFB               186   CVS - Westland, MI                    6501 North Wayne Road              Westland           MI   
WFB               187   Farmington Gateway Marketplace        18350-18500 Pilot Knob Road        Farmington         MN   
WFB               188   Interstate Companies - Grand Forks    3450 S. 42nd Street                Grand Forks        ND   
WFB               191   3260 Scott Blvd.                      3260 Scott Blvd.                   Santa Clara        CA   
                                                              255 & 845 S. Hill Road; 213 S.                             
WFB               193   Coronado Self Storage                 Camino Del Pueblo                  Bernalillo         NM   
WFB               196   Harvest Meat Industrial Building      2901 Eunice Avenue                 Orlando            FL   
WFB               198   West Dearborn Apartments              1265 Monroe & 1312 Porter Street   Dearborn           MI   
WFB               201   Premier Self Storage                  6130 Old Greensboro Rd             Tuscaloosa         AL   
WFB               202   Magnolia Bend Retail Center           18423 FM 1488                      Magnolia           TX   
WFB               204   Alcan NorthAmerican Industrial        46555 Magellan Drive               Novi               MI   
WFB               206   Valley View Office Building           5775 E. Los Angeles Avenue         Simi Valley        CA   
WFB               208   McCarthy Ranch SC (Pad C and J)       74-82 and 170-182 Ranch Drive      Milpitas           CA   
WFB               209   Dock Street Building2                 535 Dock Street                    Tacoma             WA   


Mortgage                     Cut-Off Date                Original Term   Remaining Term      Original     Remaining      
Loan Seller  Maturity Date   Balance        Note Date    to Maturity     to Maturity      Amort. Term   Amort. Term      
-----------  -------------   ------------   ----------   -------------   --------------   -----------   -----------      
                                                                                                                         
WFB          03/01/2017        $2,747,874   02/14/2007             120              119           360           359      

WFB          02/01/2016        $2,736,375   01/25/2006             120              106           360           346      
WFB          02/01/2017        $2,693,823   01/10/2007             120              118           360           358      
WFB          02/01/2017        $2,500,000   12/22/2006             120              118            IO            IO      
WFB          01/01/2012        $2,473,303   12/27/2006              60               57           360           357      
WFB          01/01/2012        $2,333,253   12/08/2006              60               57           360           357      
WFB          02/01/2017        $2,295,005   01/05/2007             120              118           360           358      
WFB          01/01/2017        $2,200,000   12/11/2006             120              117           360           360      
WFB          03/01/2017        $2,200,000   02/01/2007             120              119           360           360      
WFB          01/01/2017        $2,153,480   12/28/2006             120              117           360           357      
WFB          02/01/2017        $2,142,984   01/31/2007             120              118           300           298      
WFB          01/01/2017        $2,135,937   12/04/2006             120              117           240           237      
WFB          01/01/2017        $2,093,637   12/13/2006             120              117           360           357      

WFB          03/01/2017        $1,998,342   02/09/2007             120              119           360           359      
WFB          02/01/2017        $1,975,608   01/25/2007             120              118           360           358      
WFB          04/01/2017        $1,915,000   03/02/2007             120              120           360           360      
WFB          02/01/2017        $1,895,813   01/08/2007             120              118           360           358      
WFB          02/01/2017        $1,850,000   01/31/2007             120              118           360           360      
WFB          02/01/2017        $1,791,647   01/01/2007             120              118           240           238      
WFB          03/01/2017        $1,748,076   02/07/2007             120              119           324           323      
WFB          02/01/2017        $1,742,017   01/12/2007             120              118           240           238      
WFB          02/01/2014        $1,694,652   01/16/2007              84               82           300           298      


Mortgage                                                                                                                 
Loan Seller  ARD Loan                                                                                                    
-----------  ------------------------------                                                                              
                                                                                                                         
WFB          No                                                                                                          

WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          Yes                                                                                                         
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
             255 & 845 S. Hill Road; 213 S.                                                                              
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          

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Mortgage     Mortgage                                                                                                    
Loan Seller  Loan No.   Property Name                         Street Address                     City               State
-----------  --------   -----------------------------------   --------------------------------   ----------------   -----
                                                                                                                         
WFB               211   Cheektowaga IP Building               75 Allied Drive                    Cheektowaga        NY   
WFB               212   Petco - Lakewood                      5215 Lakewood Boulevard            Lakewood           CA   
WFB               213   Hollywood Plaza                       15525 15 Mile Road                 Clinton Township   MI   
                        Starbucks & AutoZone Portfolio -                                                                 
WFB               216   Starbucks (V)                         35065 Interstate Highway 10 West   Boerne             TX   
                        Starbucks & AutoZone Portfolio -                                                                 
WFB               217   AutoZone (V)                          3101 North Main Street             Rockford           IL   
WFB               218   Inner Space Storage                   2950 North 73rd Street             Scottsdale         AZ   
WFB               220   Huron Estates Cheboygan               1290 South Huron                   Cheboygan          MI   
WFB               222   8250-8262 Alpine Ave                  8250-8262 Alpine Ave               Sacramento         CA   
WFB               223   Mosley Industrial                     8200-8210 Mosely Road              Houston            TX   
WFB               227   Bartlett Center                       1681-1695 South Route 59           Bartlett           IL   
WFB               228   Advance Auto - Martin Rd              4729 North Shepherd Drive          Houston            TX   
WFB               230   Transmetco Building                   1750 E. Riverfork Dr               Huntington         IN   
WFB               231   Buckner Building                      1308 Delaware Avenue               Wilmington         DE   
                        White Cap Construction Supply -                                                                  
WFB               232   Indianapolis, IN                      7130 W. McCarty Street             Indianapolis       IN   
WFB               235   Oakman Apartments                     5104 - 5120 Oakman Blvd            Dearborn           MI   
WFB               236   Park Street Apartments                9746 Park Street                   Bellflower         CA   
WFB               237   Advanced Auto - Chelsea, AL           16462 US-280 W                     Chelsea            AL   
WFB               238   Advance Auto - Alexandria, LA         920 MacArthur Drive                Alexandria         LA   
WFB               240   Monterey Medical Office               24551 Silver Cloud Court           Monterey           CA   
WFB               241   Advance Auto - Fernandina Beach, FL   1880 South 8th Street.             Fernandina Beach   FL   
WFB               244   National Tire Battery - Cedar Hill    408 North Clark Road               Cedar Hill         TX   
WFB               245   Northside Terrace Senior Apartments   1002 North 6th Street              Hawley             MN   


Mortgage                     Cut-Off Date                Original Term   Remaining Term      Original     Remaining      
Loan Seller  Maturity Date   Balance        Note Date    to Maturity     to Maturity      Amort. Term   Amort. Term      
-----------  -------------   ------------   ----------   -------------   --------------   -----------   -----------      
                                                                                                                         
WFB          03/01/2017        $1,600,000   02/16/2007             120              119           360           360      
WFB          03/01/2017        $1,598,107   01/29/2007             120              119           300           299      
WFB          02/01/2017        $1,596,416   01/05/2007             120              118           360           358      

WFB          02/01/2017          $812,295   01/19/2007             120              118           360           358      

WFB          02/01/2017          $699,642   01/19/2007             120              118           360           358      
WFB          02/01/2012        $1,496,785   12/29/2006              60               58           360           358      
WFB          03/01/2017        $1,438,828   02/08/2007             120              119           360           359      
WFB          04/01/2017        $1,350,000   02/22/2007             120              120           360           360      
WFB          02/01/2017        $1,330,000   01/19/2007             120              118           300           300      
WFB          02/01/2017        $1,232,475   01/05/2007             120              118           360           358      
WFB          03/01/2017        $1,215,000   02/08/2007             120              119            IO            IO      
WFB          03/01/2017        $1,184,099   02/02/2007             120              119           360           359      
WFB          03/01/2017        $1,150,000   02/22/2007             120              119           360           360      

WFB          02/01/2017        $1,097,688   01/10/2007             120              118           360           358      
WFB          04/01/2017        $1,053,000   03/02/2007             120              120           360           360      
WFB          03/01/2017        $1,049,201   02/06/2007             120              119           360           359      
WFB          03/01/2017        $1,029,210   02/13/2007             120              119           360           359      
WFB          02/01/2017        $1,014,900   01/31/2007             120              118           360           358      
WFB          01/01/2017          $997,305   12/01/2006             120              117           360           357      
WFB          01/01/2017          $997,027   12/07/2006             120              117           360           357      
WFB          01/01/2017          $947,121   12/04/2006             120              117           360           357      
WFB          03/01/2017          $944,231   02/21/2007             120              119           360           359      


Mortgage                                                                                                                 
Loan Seller  ARD Loan                                                                                                    
-----------  ------------------------------                                                                              
                                                                                                                         
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          

WFB          No                                                                                                          

WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          

WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          
WFB          No                                                                                                          

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Mortgage     Mortgage                                                                                                    
Loan Seller  Loan No.   Property Name                         Street Address                     City               State
-----------  --------   -----------------------------------   --------------------------------   ----------------   -----
                                                                                                                         
WFB               246   El Segundo Apartments                 321 W. El Segundo Blvd.            El Segundo         CA   
WFB               247   Airgas Building                       201 S. River Run Road              Flagstaff          AZ   

Mortgage                     Cut-Off Date                Original Term   Remaining Term      Original     Remaining      
Loan Seller  Maturity Date   Balance        Note Date    to Maturity     to Maturity      Amort. Term   Amort. Term      
-----------  -------------   ------------   ----------   -------------   --------------   -----------   -----------      
                                                                                                                         
WFB          03/01/2017          $894,281   02/28/2007             120              119           360           359      
WFB          02/01/2017          $548,850   01/02/2007             120              118           360           358      

Mortgage                                                                                                                 
Loan Seller  ARD Loan                                                                                                    
-----------  ------------------------------                                                                              
                                                                                                                         
WFB          No                                                                                                          
WFB          No                                                                                                          

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 EXHIBIT 2
REPRESENTATIONS AND WARRANTIES REGARDING
 INDIVIDUAL MORTGAGE LOANS

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

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

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

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

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Such Mortgage, together with any separate security agreements, chattel mortgages
or equivalent instruments, establishes and creates a valid and, subject to the  
exceptions set forth in paragraph 13 below, enforceable security interest in    
favor of the holder thereof in all of the related Mortgagor's personal property 
used in, and reasonably necessary to operate, the related Mortgaged Property. In
the case of a Mortgaged Property operated as a hotel or an assisted living      
facility, the Mortgagor's personal property includes all personal property that 
a prudent mortgage lender making a similar Mortgage Loan would deem reasonably  
necessary to operate the related Mortgaged Property as it is currently being    
operated. A Uniform Commercial Code financing statement has been filed and/or   
recorded in all places necessary to perfect a valid security interest in such   
personal property, to the extent a security interest may be so created therein, 
and such security interest is a first priority security interest, subject to any
prior purchase money security interest in such personal property and any        
personal property leases applicable to such personal property. Notwithstanding  
the foregoing, no representation is made as to the perfection of any security   
interest in rents or other personal property to the extent that possession or   
control of such items or actions other than the filing of Uniform Commercial    
Code financing statements are required in order to effect such perfection.      

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

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

      7. Condition of Property; Condemnation. Except with respect to
Mortgage Loans secured primarily by unimproved land: (i) with respect to the    
Mortgaged Properties securing the Mortgage Loans that were the subject of an    
engineering report within 18 months prior to the Cut-Off Date as set forth on   
Schedule A to this Exhibit 2, each Mortgaged Property                           

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

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

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

       10. Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and       
enforceable provisions (subject to the exceptions set forth in paragraph 13)    
such as to render the rights and remedies of the                                

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holder thereof adequate for the practical realization against the related       
Mortgaged Property of the principal benefits of the security intended to be     
provided thereby.                                                               

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

12. Environmental Conditions.                           

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

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           Mortgaged Property and (b) if such report disclosed the
      existence of a material and adverse LBP, ACM or RG
                 environmental condition or circumstance affecting the related
                 Mortgaged Property, the related Mortgagor (A) was required to
           remediate the identified condition prior to closing the
              Mortgage Loan or provide additional security, or establish
              with the lender a reserve from loan proceeds, in an amount
                deemed to be sufficient by Seller for the remediation of the
               problem and/or (B) agreed in the Mortgage Loan documents to
                  establish an operations and maintenance plan after the closing
            of the Mortgage Loan, (iii) on the effective date of the
               Environmental Insurance Policy, Seller as originator had no
                 knowledge of any material and adverse environmental condition
                or circumstance affecting the Mortgaged Property (other than
                  the existence of LBP, ACM or RG) that was not disclosed to the
          Policy Issuer in one or more of the following: (a) the
                application for insurance, (b) a borrower questionnaire that
              was provided to the Policy Issuer or (c) an engineering or
           other report provided to the Policy Issuer and (iv) the
               premium of any Environmental Insurance Policy has been paid
                  through the maturity of the policy's term and the term of such
                 policy extends at least five years beyond the maturity of the
                 Mortgage Loan. Each Environmental Insurance Policy covering a
                 Mortgaged Property identified on Schedule C to this Exhibit 2
        that constitutes a PLL Policy (1) has a term that is
                  co-terminous with the Maturity Date (or, in the case of an ARD
                 Loan, the Anticipated Repayment Date) of the related Mortgage
               Loan, (2) provides for a deductible in an amount reasonably
               acceptable to the Seller and (3) is in an amount reasonably
acceptable to the Seller.                   

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

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              thereon, has received any notice of violation or potential
violation of any such law.                  

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

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

           14. Insurance. Each Mortgaged Property is, and is required pursuant
to the related Mortgage to be, insured by (a) a fire and extended perils        
insurance policy providing coverage against loss or damage sustained by reason  
of fire, lightning, windstorm, hail, explosion, riot, riot attending a strike,  
civil commotion, aircraft, vehicles and smoke, and, to the extent required as of
the date of origination by the originator of such Mortgage Loan consistent with 
its normal commercial mortgage lending practices, against other risks insured   
against by persons operating like properties in the locality of the Mortgaged   
Property in an amount not less than the lesser of the principal balance of the  
related Mortgage Loan and the replacement cost of the Mortgaged Property, and   
not less than the amount necessary to avoid the operation of any co-insurance   
provisions with respect to the Mortgaged Property, and the policy contains no   
provisions for a deduction for depreciation; (b) a business interruption or     
rental loss insurance policy, in an amount at least equal to twelve (12) months 
of operations of the Mortgaged Property estimated as of the date of origination 
by the originator of such Mortgage Loan consistent with its normal commercial   
lending practices; (c) a flood insurance policy (if any portion of buildings or 
other structures on the Mortgaged Property are located in an area identified by 
the Federal Emergency Management Agency as having special flood hazards and the 
Federal Emergency Management Agency requires flood insurance to be maintained); 
and (d) a comprehensive general liability insurance policy in amounts as are    
generally required by commercial mortgage lenders, and in any event not less    
than $1 million per occurrence. Such insurance policy contains a standard       
mortgagee clause that names the mortgagee as an additional insured in the case  
of liability insurance policies and as a loss payee in the case of property     

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insurance policies and requires prior notice to the holder of the Mortgage of   
termination or cancellation. No such notice has been received, including any    
notice of nonpayment of premiums, that has not been cured. Each Mortgage        
obligates the related Mortgagor to maintain all such insurance and, upon such   
Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain 
such insurance at the Mortgagor's cost and expense and to seek reimbursement    
therefor from such Mortgagor. Each Mortgage provides that casualty insurance    
proceeds will be applied (a) to the restoration or repair of the related        
Mortgaged Property, (b) to the restoration or repair of the related Mortgaged   
Property, with any excess insurance proceeds after restoration or repair being  
paid to the Mortgagor, or (c) to the reduction of the principal amount of the   
Mortgage Loan.                                                                  

       15. Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the    
related Mortgage. For purposes of this representation and warranty, real        
property taxes and assessments shall not be considered unpaid until the date on 
which interest or penalties would be first payable thereon.                     

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

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

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

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

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

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

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

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

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

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

  (ix)  Such Ground Lease does not impose any restrictions on subletting
     which would be viewed as commercially unreasonable by prudent
           commercial mortgage lenders lending on a similar Mortgaged Property
in the lending area where the                           

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       Mortgaged Property is located; and such Ground Lease contains a
            covenant that the lessor thereunder is not permitted, in the absence
           of an uncured default, to disturb the possession, interest or quiet
            enjoyment of the lessee thereunder for any reason, or in any manner,
            which would materially adversely affect the security provided by the
related Mortgage.                                       

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

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

      19. LTV Ratio. The gross proceeds of each Mortgage Loan to the
related Mortgagor at origination did not exceed the non-contingent principal    
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an 
interest in real property having a fair market value (i) at the date the        
Mortgage Loan was originated, at least equal to 80 percent of the original      
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least    
equal to 80 percent of the principal balance of the Mortgage Loan on such date; 
provided that for purposes hereof, the fair market value of the real property   
interest must first be reduced by (x) the amount of any lien on the real        
property interest that is senior to the Mortgage Loan and (y) a proportionate   
amount of any lien that is in parity with the Mortgage Loan (unless such other  
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage    
Loan, in which event the computation described in clauses (a)(i) and (a)(ii) of 
this paragraph 19 shall be made on a pro rata basis in accordance with the fair 
market values of the Mortgaged Properties securing such cross-collateralized    
Mortgage Loans); or (b) substantially all the proceeds of such Mortgage Loan    
were used to acquire, improve or protect the real property that served as the   
only security for such Mortgage Loan (other than a recourse feature or other    
third party credit enhancement within the meaning of Treasury Regulations       
Section 1.860G-2(a)(1)(ii)).                                                    

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

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

          22. No Mechanics' Liens. Each Mortgaged Property is free and clear
of any and all mechanics' and materialmen's liens that are prior or equal to the
lien of the related Mortgage, and no rights are outstanding that under law could
give rise to any such lien that                                                 

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would be prior or equal to the lien of the related Mortgage except, in each     
case, for liens insured against by the Title Policy referred to herein.         

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

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

           25. Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or 
any material portion of the related Mortgaged Property that was included in the 
appraisal for such Mortgaged Property, and/or generates income from the lien of 
the related Mortgage except upon payment in full of all amounts due under the   
related Mortgage Loan or in connection with the defeasance provisions of the    
related Note and Mortgage. The Mortgages relating to those Mortgage Loans       
identified on Schedule A hereto require the mortgagee to grant releases of      
portions of the related Mortgaged Properties upon (a) the satisfaction of       
certain legal and underwriting requirements and/or (b) the payment of a         
predetermined or objectively determinable release price and prepayment          
consideration in connection therewith. Except as described in the first sentence
hereof and for those Mortgage Loans identified on Schedule A, no Mortgage Loan  
permits the full or partial release or substitution of collateral unless the    
mortgagee or servicer can require the Borrower to provide an opinion of tax     
counsel to the effect that such release or substitution of collateral (a) would 
not constitute a "significant modification" of such Mortgage Loan within the    
meaning of Treas. Reg. ss.1.1001-3 and (b) would not cause such Mortgage Loan to
fail to be a "qualified mortgage" within the meaning of Section 860G(a)(3)(A) of
the Code.                                                                       

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

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

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

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

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

          31. Actions Concerning Mortgage Loans. To the knowledge of Seller,
there are no actions, suits or proceedings before any court, administrative     
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related         
Mortgaged Property that might adversely affect title to the Mortgaged Property  
or the validity or enforceability of the related Mortgage or that might         
materially and adversely affect the value of the Mortgaged Property as security 
for the Mortgage Loan or the use for which the premises were intended.          

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

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

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

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

            36. Due on Sale. Each Mortgage Loan contains a "due on sale" clause,
which provides for the acceleration of the payment of the unpaid principal      
balance of the Mortgage Loan if, without prior written consent of the holder of 
the Mortgage, the property subject to the                                       

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Mortgage or any material portion thereof, or a controlling interest in the      
related Mortgagor, is transferred, sold or encumbered by a junior mortgage or   
deed of trust; provided, however, that certain Mortgage Loans provide a         
mechanism for the assumption of the loan by a third party upon the Mortgagor's  
satisfaction of certain conditions precedent, and upon payment of a transfer    
fee, if any, or transfer of interests in the Mortgagor or constituent entities  
of the Mortgagor to a third party or parties related to the Mortgagor upon the  
Mortgagor's satisfaction of certain conditions precedent.                       

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

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

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

    40. Defeasance. No Mortgage Loan provides that (i) it can be
defeased until the date that is more than two years after the Closing Date, (ii)
that it can be defeased with any property other than government securities (as  
defined in Section 2(a)(16) of the Investment Company Act of 1940, as amended)  
or any direct non-callable security issued or guaranteed as to principal or     
interest by the United States that will provide interest and principal payments 
sufficient to satisfy scheduled payments of interest and principal as required  
under the related Mortgage Loan, or (iii) defeasance requires the payment of any
consideration other than (a)                                                    

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reimbursement of incidental costs and expenses and/or (b) a specified dollar    
amount or an amount that is based on a formula that uses objective financial    
information (as defined in Treasury Regulation Section 1.446-3(c)(4)(ii)).      

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

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

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

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SCHEDULE A

Exceptions to Representations and Warranties

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SCHEDULE B

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

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SCHEDULE C

 List of Mortgage Loans Subject to Secured Creditor Impaired Property Policies

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 EXHIBIT 3
BILL OF SALE

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

            Seller:           Wells Fargo Bank, National Association

                 Purchaser:        Bear Stearns Commercial Mortgage Securities
Inc.    

        2. Sale. For value received, Seller hereby conveys to Purchaser,
without recourse, all right, title and interest in and to the Mortgage Loans    
identified on Exhibit 1 (the "Mortgage Loan Schedule") to the Mortgage Loan     
Purchase Agreement, dated as of April 5, 2007 (the "Mortgage Loan Purchase      
Agreement"), between Seller and Purchaser and all of the following property:    

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

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

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

3. Purchase Price. The amount equal to [____________].  

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

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

SELLER:                             WELLS FARGO BANK, NATIONAL ASSOCIATION      

                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________

PURCHASER:                          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES 
INC.    

                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________

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 EXHIBIT 4
 FORM OF LIMITED POWER OF ATTORNEY
TO LASALLE BANK NATIONAL ASSOCIATION
 AND CENTERLINE SERVICING INC.
 WITH RESPECT TO
BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
 SERIES 2007-TOP26

KNOW ALL MEN BY THESE PRESENTS:                         

  WHEREAS, pursuant to the terms of the Mortgage Loan Purchase Agreement
dated as of April 5, 2007 (the "Mortgage Loan Purchase Agreement"), between     
Wells Fargo Bank, National Association ("WELLS") and Bear Stearns Commercial    
Mortgage Securities Inc. ("Depositor"), WELLS is selling certain multifamily and
commercial mortgage loans (the "Mortgage Loans") to Depositor;                  

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                [Signature on next page]

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   IN WITNESS WHEREOF, WELLS has caused this instrument to be executed and
its corporate seal to be affixed hereto by its officer duly authorized as of    
April 5, 2007.                                                                  

                              WELLS FARGO BANK, NATIONAL ASSOCIATION

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

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 ACKNOWLEDGEMENT

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

     On this 5th day of April, 2007, before me appeared Brigid M. Mattingly to
me personally known, who, being by me duly sworn did say that he/she is the     
Managing Director of Wells Fargo Bank, National Association, and that the seal  
affixed to the foregoing instrument is the corporate seal of said corporation,  
and that said instrument was signed and sealed in behalf of said corporation by 
authority of its board of directors, and said Managing Director acknowledged    
said instrument to be the free act and deed of said corporation.                

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

My Commission Expires:                                  
______________________                                  

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 EXHIBIT K-3

FORM OF PURCHASE AGREEMENT I

 PRINCIPAL II MLPA

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================================================================================

MORTGAGE LOAN PURCHASE AGREEMENT

 between

PRINCIPAL COMMERCIAL FUNDING II, LLC
 as Seller

 and

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

as Purchaser

 Dated as of April 5, 2007

================================================================================

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 TABLE OF CONTENTS

II.    DEFINITIONS.............................................................1
III.   PRIMARY SERVICING.......................................................9
IV.    DOCUMENTS AND OTHER MATTERS............................................23
V.     MASTER SERVICER ASSISTANCE.............................................23
VI.    ADDITIONAL PRIMARY SERVICER COVENANTS..................................25
VII.   PRIMARY SERVICER DEFAULT; TERMINATION; POST-TERMINATION OBLIGATIONS....36
VIII.  SUBCONTRACTORS.........................................................42
IX.    PRIMARY SERVICER TO HOLD PROPERTY FOR THE MASTER SERVICER..............43
X.     INDEMNIFICATION........................................................43
XI.    MISCELLANEOUS..........................................................45
PROPERTY NAME..................................................................1
INDRIO CROSSINGS SHOPPING CENTER...............................................1

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

Index of Defined Terms

Agreement......................................................................i
Certificate Purchase Agreement.................................................2
Certificates...................................................................2
Code...........................................................................2
Depositor......................................................................1
ERISA..........................................................................2
Initial Purchasers.............................................................2
Master Servicer................................................................i
Memorandum.....................................................................2
Mortgage Loans.................................................................i
Other Mortgage Loans...........................................................2
Paying Agent...................................................................1
Pooling and Servicing Agreement.............................................1, i
Private Certificates...........................................................2
Prospectus Supplement..........................................................2
Public Certificates............................................................2
Purchaser......................................................................i
Seller.........................................................................i
Settlement Date................................................................1
Special Servicer.........................................................2, i, 2
Trust..........................................................................i
Trustee........................................................................2
Underwriters...................................................................2
Underwriting Agreement.........................................................2

MORTGAGE LOAN PURCHASE AGREEMENT

 (PRINCIPAL LOANS)

            Mortgage Loan Purchase Agreement ("Agreement"), dated as of April 5,
2007, between Principal Commercial Funding II, LLC ("Seller") and Bear Stearns  
Commercial Mortgage Securities Inc. ("Purchaser").                              

      Seller agrees to sell and Purchaser agrees to purchase certain
mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as described   
herein. Purchaser will convey the Mortgage Loans to a trust (the "Trust")       
created pursuant to a Pooling and Servicing Agreement (the "Pooling and         
Servicing Agreement"), to be dated as of April 1, 2007 between Purchaser, as    
depositor, Wells Fargo Bank, National Association, as master servicer (the      
"Master Servicer"), Centerline Servicing Inc., as special servicer (the "Special
Servicer"), LaSalle Bank National                                               

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Association, as trustee and custodian (the "Trustee") and Wells Fargo Bank,     
National Association, as paying agent, certificate registrar and authenticating 
agent. In exchange for the Mortgage Loans and certain other mortgage loans to be
purchased by Purchaser (collectively the "Other Mortgage Loans"), the Trust will
issue to the Depositor pass-through certificates to be known as Bear Stearns    
Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through           
Certificates, Series 2007-TOP26 (the "Certificates"). The Certificates will be  
issued pursuant to the Pooling and Servicing Agreement.                         

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

         The Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class
A-1A, Class A-M and Class A-J Certificates (the "Public Certificates") will be  
sold by Purchaser to Bear, Stearns & Co. Inc. and Morgan Stanley & Co.          
Incorporated (the "Underwriters"), pursuant to an Underwriting Agreement,       
between Purchaser and the Underwriters, dated April 5, 2007 (the "Underwriting  
Agreement"), and the Class X-1, Class X-2, Class B, Class C, Class D, Class E,  
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O,
Class P, Class R-I, Class R-II and Class R-III Certificates (the "Private       
Certificates") will be sold by Purchaser to Bear, Stearns & Co. Inc. and Morgan 
Stanley & Co. Incorporated (the "Initial Purchasers") pursuant to a Certificate 
Purchase Agreement, between Purchaser and the Initial Purchasers, dated April 5,
2007 (the "Certificate Purchase Agreement"). The Underwriters will offer the    
Public Certificates for sale publicly pursuant to a Prospectus dated September  
13, 2006, as supplemented by a Prospectus Supplement dated April 5, 2007        
(together, the "Prospectus Supplement") and the Initial Purchasers will offer   
the Private Certificates for sale in transactions exempt from the registration  
requirements of the Securities Act of 1933 pursuant to a Private Placement      
Memorandum dated April 5, 2007 (the "Memorandum").                              

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

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1. AGREEMENT TO PURCHASE.                                                       

1.1 Seller agrees to sell, and Purchaser agrees to purchase, on a servicing     
released basis, the Mortgage Loans identified on the schedule (the "Mortgage    
Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to 
reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms   
hereof. The Cut-Off Date with respect to the Mortgage Loans is April 1, 2007.   
The Mortgage Loans will have an aggregate principal balance as of the close of  
business on the Cut-Off Date, after giving effect to any payments due on or     
before such date, whether or not received, of $448,232,370. The sale of the     
Mortgage Loans shall take place on April 18, 2007 or such other date as shall be
mutually acceptable to the parties hereto (the "Closing Date"). The purchase    
price to be paid by Purchaser for the Mortgage Loans shall equal the amount set 
forth as such purchase price in a letter dated as of the date hereof, between   
the parties to this Agreement and entered into in connection with this Agreement
and the issuance of the Certificates, which purchase price excludes accrued     
interest and applicable deal expenses. The purchase price shall be paid to      
Seller by wire transfer in immediately available funds on the Closing Date.     

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

2. CONVEYANCE OF MORTGAGE LOANS.                                                

2.1 Effective as of the Closing Date, subject only to receipt of the            
consideration referred to in Section 1 hereof and the satisfaction of the       
conditions specified in Sections 6 and 7 hereof, Seller does hereby transfer,   
assign, set over and otherwise convey to Purchaser, without recourse, except as 
specifically provided herein all the right, title and interest of Seller, with  
the understanding that a Servicing Rights Purchase and Sale Agreement, dated    
April 1, 2007, will be executed by Seller and the Master Servicer, in and to the
Mortgage Loans identified on the Mortgage Loan Schedule as of the Closing Date. 
The Mortgage Loan Schedule, as it may be amended from time to time on or prior  
to the Closing Date, shall conform to the requirements of this Agreement and the
Pooling and Servicing Agreement. In connection with such transfer and           
assignment, Seller shall deliver to or on behalf of the Trustee, on behalf of   
Purchaser, on or prior to the Closing Date, the Mortgage Note (as described in  
clause 2.2.1 hereof) for each Mortgage Loan and on or prior to the fifth        
Business Day after the Closing Date, five limited powers of attorney            
substantially in the form attached hereto as Exhibit 4 in favor of the Trustee  
and the Special Servicer to empower the Trustee and, in the event of the failure
or incapacity of the Trustee, the Special Servicer, to submit for recording, at 
the expense of Seller, any mortgage loan documents required to be recorded as   
described in the Pooling and Servicing Agreement and any intervening assignments
with evidence of recording thereon that are required to be included in the      
Mortgage Files (so long as original counterparts have previously been delivered 
to the Trustee). Seller agrees to reasonably cooperate with the Trustee and the 
Special Servicer in connection with any additional powers of attorney or        
revisions thereto that are requested by such parties for purposes of such       
recordation. The parties hereto agree that no such power of attorney shall be   
used with respect to any Mortgage Loan by or under authorization by any party   

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

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

2.2.1 The original Mortgage Note bearing all intervening endorsements, endorsed 
"Pay to the order of LaSalle Bank National Association, as Trustee for Bear     
Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through   
Certificates, Series 2007-TOP26, without recourse, representation or warranty"  
or if the original Mortgage Note is not included therein, then a lost note      
affidavit, with a copy of the Mortgage Note attached thereto;                   

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

2.2.3 The originals of all agreements modifying a Money Term or other material  
modification, consolidation and extension agreements, if any, with evidence of  
recording thereon, or if any such original modification, consolidation or       
extension agreement has been delivered to the appropriate recording office for  
recordation and either has not yet been returned on or prior to the 45th day    
following the Closing Date with evidence of recordation thereon or has been lost
after                                                                           

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

2.2.4 An original Assignment of Mortgage for each Mortgage Loan, in form and    
substance acceptable for recording, signed by the holder of record in favor of  
"LaSalle Bank National Association, as Trustee for Bear Stearns Commercial      
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 
2007-TOP26," provided, if the related Mortgage has been recorded in the name of 
Mortgage Electronic Registration Systems, Inc. ("MERS") or its designee, no such
assignments will be required to be submitted for recording or filing and        
instead, Seller shall take all actions as are necessary to cause the Trustee to 
be shown as the owner of the related Mortgage on the record of MERS for purposes
of the system of recording transfers of beneficial ownership of mortgages       
maintained by MERS and shall deliver to the Master Servicer and the Special     
Servicer evidence confirming that the Trustee is shown as the owner on the      
record of MERS;                                                                 

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

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

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"LaSalle Bank National Association, as Trustee for Bear Stearns Commercial      
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 
2007-TOP26," which assignment may be effected in the related Assignment of      
Mortgage, provided, if the related Mortgage has been recorded in the name of    
MERS or its designee, no assignment of Assignment of Leases in favor of the     
Trustee will be required to be recorded or delivered and instead, Seller shall  
take all actions as are necessary to cause the Trustee to be shown as the owner 
of the related Mortgage on the record of MERS for purposes of the system of     
recording transfers of beneficial ownership of mortgages maintained by MERS and 
shall deliver to the Master Servicer and the Special Servicer evidence          
confirming that the Trustee is shown as the owner on the record of MERS;        

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

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

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

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

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

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

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

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

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

2.2.15 Any Environmental Insurance Policy; and                                  

2.2.16 Any affidavit and indemnification agreement.                             

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3. EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW.                      

3.1 Seller shall (i) deliver to Purchaser on or before the Closing Date a       
diskette acceptable to Purchaser that contains such information about the       
Mortgage Loans as may be reasonably requested by Purchaser, (ii) deliver to     
Purchaser investor files (collectively the "Collateral Information") with       
respect to the assets proposed to be included in the Mortgage Pool and made     
available at Purchaser's headquarters in New York, and (iii) otherwise cooperate
fully with Purchaser in its examination of the credit files, underwriting       
documentation and Mortgage Files for the Mortgage Loans and its due diligence   
review of the Mortgage Loans. The fact that Purchaser has conducted or has      
failed to conduct any partial or complete examination of the credit files,      
underwriting documentation or Mortgage Files for the Mortgage Loans shall not   
affect the right of Purchaser or the Trustee to cause Seller to cure any        
Material Document Defect                                                        

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or Material Breach (each as defined below), or to repurchase or replace the     
defective Mortgage Loans pursuant to Section 5 hereof.                          

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

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

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

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the nature and wording of such disclosure and Purchaser shall use reasonable    
efforts to obtain confidential treatment therefor. Notwithstanding the          
foregoing, if reasonably advised by counsel that Purchaser is required by a     
regulatory agency or court order to make such disclosure immediately, then      
Purchaser shall be permitted to make such disclosure without prior review by    
Seller.                                                                         

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

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

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

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

4.1.3 No consent, approval, authorization or order of, registration or filing   
with, or notice to, any governmental authority or court is required, under      
federal or state law, for the execution, delivery and performance of or         
compliance by Seller with this Agreement, or the consummation by Seller of any  
transaction contemplated hereby, other than (A) such qualifications as may be   
required under state securities or blue sky laws, (B) the filing or recording of
financing statements, instruments of assignment and other similar documents     
necessary in connection with Seller's sale of the Mortgage Loans to Purchaser,  
(C) such consents, approvals, authorizations, qualifications, registrations,    
filings or notices as have been obtained and (D) where the lack of such consent,
approval, authorization, qualification, registration, filing or notice would not
have a material adverse effect on the performance by Seller under this          
Agreement.                                                                      

4.1.4 Neither the transfer of the Mortgage Loans to Purchaser, nor the          
execution, delivery or performance of this Agreement by Seller, conflicts or    
will conflict with, results or will result in a                                 

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breach of, or constitutes or will constitute a default under (A) any term or    
provision of Seller's articles of organization or by-laws, (B) any term or      
provision of any material agreement, contract, instrument or indenture to which 
Seller is a party or by which it or any of its assets is bound or results in the
creation or imposition of any lien, charge or encumbrance upon any of its       
property pursuant to the terms of any such indenture, mortgage, contract or     
other instrument, other than pursuant to this Agreement, or (C) after giving    
effect to the consents or taking of the actions contemplated in Section 4.1.3   
hereof, any law, rule, regulation, order, judgment, writ, injunction or decree  
of any court or governmental authority having jurisdiction over Seller or its   
assets, except where in any of the instances contemplated by clauses (B) or (C) 
above, any conflict, breach or default, or creation or imposition of any lien,  
charge or encumbrance, will not have a material adverse effect on the           
consummation of the transactions contemplated hereby by Seller or its ability to
perform its obligations and duties hereunder or result in any material adverse  
change in the business, operations, financial condition, properties or assets of
Seller, or in any material impairment of the right or ability of Seller to carry
on its business substantially as now conducted.                                 

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

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

4.1.7 To Seller's knowledge, Seller's Information (as defined in that certain   
indemnification agreement, dated April 5, 2007, between Seller, Purchaser, the  
Underwriters and the Initial Purchasers (the "Indemnification Agreement")) does 
not contain any untrue statement of a material fact or omit to state a material 
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading. Notwithstanding anything contained  
herein to the contrary, this subparagraph 4.1.7 shall run exclusively to the    
benefit of Purchaser and no other party.                                        

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

4.1.9 For so long as the Trust is subject to the reporting requirements of the  
Exchange Act, the Seller shall provide the Purchaser (or with respect to any    
Serviced Companion Mortgage Loan that is deposited into an Other Securitization,
the depositor in such Other Securitization) and the Paying Agent with any       
Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure set     
forth next to the Seller's name on Schedule XV and Schedule XVI of the Pooling  
and Servicing Agreement within the time periods and in accordance with the      
provisions set forth in the Pooling and Servicing Agreement.                    

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

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

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

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

4.2.2 Purchaser has full power and authority to acquire the Mortgage Loans, to  
execute and deliver this Agreement and to enter into and consummate all         
transactions contemplated by this Agreement. Purchaser has duly and validly     
authorized the execution, delivery and performance of this Agreement and has    
duly and validly executed and delivered this Agreement. This Agreement, assuming
due authorization, execution and delivery by Seller, constitutes the valid and  
binding obligation of Purchaser, enforceable against it in accordance with its  
terms, except as such enforceability may be limited by bankruptcy, insolvency,  
reorganization, moratorium and other similar laws affecting the enforcement of  
creditors' rights generally and by general principles of equity, regardless of  
whether such enforcement is considered in a proceeding in equity or at law.     

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

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

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

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

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

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

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

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

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

5.2 It is hereby further acknowledged that if any document required to be       
delivered to the Trustee pursuant to Section 2 hereof is not delivered as and   
when required, not properly executed or is defective on its face, or if there is
a breach of any of the representations and warranties required to be made by    
Seller regarding the characteristics of the Mortgage Loans and/or the related   
Mortgaged Properties as set forth in Exhibit 2 hereto, and in either case the   
party discovering such breach or defect determines that either (i) the defect or
breach materially and adversely affects the interests of the holders of the     
Certificates in the related Mortgage Loan or (ii) both (A) the defect or breach 
materially and adversely affects the value of the Mortgage Loan and (B) the     
Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage   
Loan (any such defect described in the preceding clause (i) or (ii), a "Material
Document Defect" and any such breach described in the preceding clause (i) or   
(ii), a "Material Breach"), the party determining that such Material Document   
Defect or Material Breach exists shall promptly notify, in writing, the other   
parties; provided that any breach of the representation and warranty contained  
in paragraph (41) of such Exhibit 2 shall constitute a Material Breach only if  
such prepayment premium or yield maintenance charge is not deemed "customary"   
for commercial mortgage loans as evidenced by (i) an opinion of tax counsel to  
such effect or (ii) a determination by the Internal Revenue Service that such   
provision is not customary. Promptly (but in any event within three Business    
Days) upon determining (or becoming aware of another party's determination) that
any such Material Document Defect or Material Breach exists (which              

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determination shall, absent evidence to the contrary, be presumed to be no      
earlier than three Business Days prior to delivery of the notice to Seller      
referred to below), the Master Servicer shall, and the Special Servicer may,    
request that Seller, not later than 90 days from Seller's receipt of the notice 
of such Material Document Defect or Material Breach, cure such Material Document
Defect or Material Breach, as the case may be, in all material respects;        
provided, however, that if such Material Document Defect or Material Breach, as 
the case may be, cannot be corrected or cured in all material respects within   
such 90 day period, and such Material Document Defect or Material Breach would  
not cause the Mortgage Loan to be other than a "qualified mortgage"(as defined  
in the Code) but Seller is diligently attempting to effect such correction or   
cure, as certified by Seller in an Officer's Certificate delivered to the       
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is then 
a Specially Serviced Mortgage Loan and a Servicing Transfer Event has occurred  
as a result of a monetary default or as described in clause (ii) or clause (v)  
of the definition of "Servicing Transfer Event" in the Pooling and Servicing    
Agreement and (y) the Material Document Defect was identified in a certification
delivered to Seller by the Trustee pursuant to Section 2.2 of the Pooling and   
Servicing Agreement not less than 90 days prior to the delivery of the notice of
such Material Document Defect. The parties acknowledge that neither delivery of 
a certification or schedule of exceptions to Seller pursuant to Section 2.2 of  
the Pooling and Servicing Agreement or otherwise nor possession of such         
certification or schedule by Seller shall, in and of itself, constitute delivery
of notice of any Material Document Defect or knowledge or awareness by Seller,  
the Master Servicer or the Special Servicer of any Material Document Defect     
listed therein.                                                                 

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

5.4 If (x) a Mortgage Loan is to be repurchased or replaced as contemplated     
above (a "Defective Mortgage Loan"), (y) such Defective Mortgage Loan is        
cross-collateralized and cross-defaulted with one or more other Mortgage Loans  
("Crossed Mortgage Loans") and (z) the applicable document defect or breach does
not constitute a Material Document Defect or Material Breach, as the case may   
be, as to such Crossed Mortgage Loans (without regard to this paragraph), then  
the applicable document defect or breach (as the case may be) shall be deemed to
constitute a Material Document Defect or Material Breach, as the case may be, as
to each such                                                                    

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

5.5 With respect to any Defective Mortgage Loan, to the extent that Seller is   
required to repurchase or substitute for such Defective Mortgage Loan (each, a  
"Repurchased Loan") in the manner prescribed above while the Trustee (as        
assignee of Purchaser) continues to hold any Crossed Mortgage Loan, Seller and  
Purchaser hereby agree to forebear from enforcing any remedies against the      
other's Primary Collateral but may exercise remedies against the Primary        
Collateral securing their respective Mortgage Loans, including with respect to  
the Trustee, the Primary Collateral securing the Mortgage Loans still held by   
the Trustee, so long as such exercise does not impair the ability of the other  
party to exercise its remedies against its Primary Collateral. If the exercise  
of remedies by one party would impair the ability of the other party to exercise
its remedies with respect to the Primary Collateral securing the Mortgage Loan  
or Mortgage Loans held by such party, then both parties shall forbear from      
exercising such remedies until the loan documents evidencing and securing the   
relevant Mortgage Loans can be modified in a manner that complies with the      
Pooling and Servicing Agreement to remove the threat of impairment as a result  
of the exercise of remedies. Any reserve or other cash collateral or letters of 
credit securing the Crossed Mortgage Loans shall be allocated between such      
Mortgage Loans in accordance with the Mortgage Loan documents, or otherwise on a
pro rata basis based upon their outstanding Principal Balances. All other terms 
of the Mortgage Loans shall remain in full force and effect, without any        
modification thereof. The Mortgagors set forth on Schedule B hereto are intended
third-party beneficiaries of the provisions set forth in this                   

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paragraph and the preceding paragraph. The provisions of this paragraph and the 
preceding paragraph may not be modified with respect to any Mortgage Loan       
without the related Mortgagor's consent.                                        

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

5.7 If Seller disputes that a Material Document Defect or Material Breach exists
with respect to a Mortgage Loan or otherwise refuses (i) to effect a correction 
or cure of such Material Document Defect or Material Breach, (ii) to repurchase 
the affected Mortgage Loan from Purchaser or its assignee or (iii) to replace   
such Mortgage Loan with a Qualifying Substitute Mortgage Loan, each in          
accordance with this Agreement, then provided that (x) the period of time       
provided for Seller to correct, repurchase or cure has expired and (y) the      
Mortgage Loan is then in default and is then a Specially Serviced Mortgage Loan,
the Special Servicer may, subject to the Servicing Standard, modify, work-out or
foreclose, sell or otherwise liquidate (or permit the liquidation of) the       
Mortgage Loan pursuant to Sections 9.5, 9.12, 9.15 and 9.36, as applicable, of  
the Pooling and Servicing Agreement, while pursuing the repurchase claim. Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to a
work-out shall not constitute a defense to any repurchase claim nor shall such  
modification and work-out change the Purchase Price due from Seller for any     
repurchase claim. In the event of any such modification and work-out, Seller    
shall be obligated to repurchase the Mortgage Loan as modified and the Purchase 
Price shall include any Work-Out Fee paid to the Special Servicer up to the date
of repurchase plus the present value (calculated at a discount rate equal to the
applicable Mortgage Rate) of the Work-Out Fee that would have been payable to   
the Special Servicer in respect of such Mortgage Loan if the Mortgage Loan      
performed in accordance with its terms to its Maturity Date, provided that no   
amount shall be paid by Seller in respect of any Work-Out Fee if a Liquidation  
Fee already comprises a portion of the Purchase Price.                          

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

5.9 The fact that a Material Document Defect or Material Breach is not          
discovered until after foreclosure (but in all instances prior to the sale of   
the related REO Property or Mortgage Loan) shall not prejudice any claim against
Seller for repurchase of the REO Mortgage Loan or REO Property. In such an      
event, the Master Servicer shall notify Seller of the discovery of the Material 
Document Defect or Material Breach and Seller shall have 90 days to correct or  
cure                                                                            

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such Material Document Defect or Material Breach or purchase the REO Property   
(or interest therein) at the Purchase Price. After a final liquidation of the   
Mortgage Loan or REO Mortgage Loan, if a court of competent jurisdiction issues 
a final order after the expiration of any applicable appeal period that Seller  
is or was obligated to repurchase the related Mortgage Loan or REO Mortgage Loan
(or interest therein) (a "Final Judicial Determination") or Seller otherwise    
accepts liability, then, but in no event later than the Termination of the Trust
pursuant to Section 9.30 of the Pooling and Servicing Agreement, Seller will be 
obligated to pay to the Trust the difference between any Liquidation Proceeds   
received upon such liquidation in accordance with the Pooling and Servicing     
Agreement (including those arising from any sale to Seller) and the Purchase    
Price.                                                                          

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

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

5.12 Notwithstanding the foregoing, in the event that there is a breach of the  
representations and warranties set forth in paragraph 39 in Exhibit 2 hereto,   
and as a result the payments, by a Mortgagor, of reasonable costs and expenses  
associated with the defeasance or assumption of a Mortgage Loan are insufficient
causing the Trust to incur an Additional Trust Expense in an amount equal to    
such reasonable costs and expenses not paid by such Mortgagor, Seller hereby    
covenants and agrees to reimburse the Trust within 90 days of the receipt of    
notice of such breach in an amount sufficient to avoid such Additional Trust    
Expense. The parties hereto acknowledge that such reimbursement shall be        
Seller's sole obligation with respect to the breach discussed in the previous   
sentence.                                                                       

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

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

6. CLOSING.                                                                     

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

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

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

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

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

6.1.5 All other terms and conditions of this Agreement required to be complied  
with on or before the Closing Date shall have been complied with, and Seller and
Purchaser shall have the ability to comply with all terms and conditions and    
perform all duties and obligations required to be complied with or performed    
after the Closing Date.                                                         

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

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

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

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

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

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

7.1 This Agreement duly executed by Purchaser and Seller.                       

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

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

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

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

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

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

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

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

7.6.4 Neither the execution, delivery or performance of this Agreement by       
Seller, nor the consummation by Seller of any of the transactions contemplated  
by the terms of this Agreement (A) conflicts with or results in a breach or     
violation of, or constitutes a default under, the                               

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organizational documents of Seller, (B) to the knowledge of such counsel,       
constitutes a default under any term or provision of any material agreement,    
contract, instrument or indenture, to which Seller is a party or by which it or 
any of its assets is bound or results in the creation or imposition of any lien,
charge or encumbrance upon any of its property pursuant to the terms of any such
indenture, mortgage, contract or other instrument, other than pursuant to this  
Agreement, or (C) conflicts with or results in a breach or violation of any law,
rule, regulation, order, judgment, writ, injunction or decree of any court or   
governmental authority having jurisdiction over Seller or its assets, except    
where in any of the instances contemplated by clauses (B) or (C) above, any     
conflict, breach or default, or creation or imposition of any lien, charge or   
encumbrance, will not have a material adverse effect on the consummation of the 
transactions contemplated hereby by Seller or materially and adversely affect   
its ability to perform its obligations and duties hereunder or result in any    
material adverse change in the business, operations, financial condition,       
properties or assets of Seller, or in any material impairment of the right or   
ability of Seller to carry on its business substantially as now conducted.      

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

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

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

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

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

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

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

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

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

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

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

7.14 An executed Bill of Sale in the form attached hereto as Exhibit 3.         

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

9. NOTICES. All communications provided for or permitted hereunder shall be in  
writing and shall be deemed to have been duly given if (a) personally delivered,
(b) mailed by registered or certified mail, postage prepaid and received by the 
addressee, (c) sent by express courier delivery service and received by the     
addressee, or (d) transmitted by telex or facsimile transmission (or any other  
type of electronic transmission agreed upon by the parties) and confirmed by a  
writing delivered by any of the means described in (a), (b) or (c), if (i) to   
Purchaser, addressed to Bear Stearns Commercial Mortgage Securities Inc., 383   
Madison Avenue, New York, New York 10179, Attention: J. Christopher Hoeffel,    
Senior Managing Director, Commercial Mortgage Department (with a copy to the    
attention of Joseph T. Jurkowski, Jr., Managing Director, Legal Department) (or 
such other address as may hereafter be furnished in writing by Purchaser), or if
(ii) to Seller, addressed to Seller at Principal Commercial Funding II, LLC, 801
Grand Avenue, Des Moines, Iowa 50392, Attention: Margie A. Custis (with a copy  
to the attention of Leanne S. Valentine, Esq., 801 Grand Avenue, Des Moines,    
Iowa 50392) (or such other address as may hereafter be furnished in writing by  
such entity).                                                                   

10. SEVERABILITY OF PROVISIONS. Any part, provision, representation, warranty or
covenant of this Agreement that is prohibited or that is held to be void or     
unenforceable shall be ineffective to the extent of such prohibition or         
unenforceability without invalidating the remaining provisions hereof. Any part,
provision, representation, warranty or covenant of this                         

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

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

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

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

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

15. MISCELLANEOUS. This Agreement may be executed in two or more counterparts,  
each of which when so executed and delivered shall be an original, but all of   
which together shall constitute one and the same instrument. Neither this       
Agreement nor any term hereof may be changed, waived, discharged or terminated  
orally, but only by an instrument in writing signed by the party against whom   
enforcement of the change, waiver, discharge or termination is sought.          

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The headings in this Agreement are for purposes of reference only and shall not 
limit or otherwise affect the meaning hereof. The rights and obligations of     
Seller under this Agreement shall not be assigned by Seller without the prior   
written consent of Purchaser, except that any person into which Seller may be   
merged or consolidated, or any corporation resulting from any merger, conversion
or consolidation to which Seller is a party, or any person succeeding to the    
entire business of Seller shall be the successor to Seller hereunder.           

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

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

                            PRINCIPAL COMMERCIAL FUNDING II, LLC

                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________

                                   BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES
INC.    

                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________

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 EXHIBIT 1

MORTGAGE LOAN SCHEDULE

o     Mortgage Loan Seller                                                      
o     Loan Number                                                               
o     Property Name                                                             
o     Street Address                                                            
o     City                                                                      
o     State                                                                     
o     Date of Maturity                                                          
o     Cut-off Date Balance                                                      
o     Note Date                                                                 
o     Original Term to Maturity or ARD                                          
o     Remaining Term                                                            
o     Original Amortization                                                     
o     Rate                                                                      
o     ARD Loan (Yes/No)                                                         

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Mortgage     Mortgage   `                                    `                                            `                   `    
Loan Seller  Loan No.   Property Name                        Street Address                               City                State
-----------  --------   ----------------------------------   ------------------------------------------   -----------------   -----
                                                                                                                                   
PCFII               4   Scripps Center                       312 Walnut Street                            Cincinnati          OH   
PCFII               7   909 A Street                         909 A Street                                 Tacoma              WA   
PCFII               9   Overlook II                          2839 Paces Ferry Road                        Atlanta             GA   
PCFII              12   Harmony Marketplace                  4503 John F. Kennedy Parkway                 Fort Collins        CO   
PCFII              17   Millrock Park II                     3165 East Millrock Drive                     Holladay            UT   
PCFII              24   Astoria Federal Savings & Loan       211 Station Road                             Mineola             NY   
PCFII              31   Gateway Business Park                26341-26499 Jefferson Avenue                 Murrieta            CA   
PCFII              34   3536 Highway 31                      3536 Highway 31                              Calera              AL   
PCFII              37   Fayette Medical Office Building      1255 Highway 54                              Fayetteville        GA   
PCFII              40   Benchmark Apartments                 353 West San Marcos Boulevard                San Marcos          CA   
PCFII              41   Ivy Walk                             1675 Cumberland Parkway                      Smyrna              GA   
`            `          `                                    2,10,17-19,18-20 Industrial Road,            `                   `    
PCFII              57   Mar Industrial Buildings             114,140-142 Clinton Road                     Fairfield           NJ   
PCFII              60   Shoppes at Smithville                45 Old New York Road                         Galloway Township   NJ   
PCFII              68   Butler Ridge Apartments              1581-1611 Route 23                           Butler              NJ   
`            `          Redstone American Grill - Oakbrook   `                                            `                   `    
PCFII              73   (II)                                 13 Lincoln Court                             Oakbrook Terrace    IL   
`            `          Redstone American Grill - Eden       `                                            `                   `    
PCFII              74   Prairie (II)                         8000 Eden Road                               Eden Prairie        MN   
PCFII              76   1035 Nathan Lane North               1035 Nathan Lane North                       Plymouth            MN   
PCFII              78   Summit Pointe (C)                    570-576 East Fleming Drive                   Morganton           NC   
PCFII              79   Cross Pointe NC (C)                  5200 US Highway 29 Business                  Reidsville          NC   
PCFII              82   Villa Santa Fe Apartments            11850 East Florence Avenue                   Santa Fe Springs    CA   
PCFII              83   Westover Apartments                  519 Bloomfield Avenue                        Caldwell            NJ   
PCFII              87   Princeton Hill Apartments            101 Princeton Avenue                         Montgomery          NJ   
PCFII              98   Whole Foods Santa Monica             2201-2207 Wilshire Boulevard                 Santa Monica        CA   
PCFII             105   The Legends Apartments               246 Highland Avenue                          State College       PA   
PCFII             108   3765 A Old Court Road                3765 A Old Court Road                        Pikesville          MD   
`            `          `                                    2152 & 2122 S. 114th St. & 11217 W. Becher   `                   `    
PCFII             125   West Allis Industrial                St.                                          West Allis          WI   
PCFII             127   North Tech Industrial                1388 North Tech Boulevard                    Gilbert             AZ   

Mortgage     `               Cut-Off Date   `            Original Term   Remaining Term      Original     Remaining   `            
Loan Seller  Maturity Date   Balance        Note Date    to Maturity     to Maturity      Amort. Term   Amort. Term   ARD Loan     
-----------  -------------   ------------   ----------   -------------   --------------   -----------   -----------   --------     
                                                                                                                                   
PCFII        03/01/2017       $69,933,748   02/23/2007             120              119           360           359   No           
PCFII        02/01/2017       $48,000,000   01/05/2007             120              118            IO            IO   Yes          
PCFII        03/01/2017       $31,500,000   02/09/2007             120              119            IO            IO   No           
PCFII        03/01/2017       $28,500,000   02/13/2007             120              119            IO            IO   No           
PCFII        03/01/2017       $25,000,000   02/21/2007             120              119           360           360   No           
PCFII        04/01/2017       $19,000,000   03/02/2007             120              120            IO            IO   No           
PCFII        02/01/2017       $16,500,000   01/23/2007             120              118           360           360   No           
PCFII        01/01/2017       $15,150,000   12/21/2006             120              117           360           360   Yes          
PCFII        09/03/2018       $14,500,000   08/09/2006             144              137           360           360   No           
PCFII        03/01/2017       $12,500,000   02/20/2007             120              119            IO            IO   No           
PCFII        02/01/2017       $12,500,000   01/19/2007             120              118           360           360   No           
`            `               `              `            `               `                          `             `   `            
PCFII        01/01/2017       $10,000,000   12/20/2006             120              117           360           360   No           
PCFII        03/01/2017        $9,500,000   02/06/2007             120              119           360           360   No           
PCFII        02/01/2017        $8,579,132   01/30/2007             120              118           360           358   No           
`            `               `              `            `               `                          `             `   `            
PCFII        03/01/2017        $4,034,188   02/16/2007             120              119           360           360   Yes          
`            `               `              `            `               `                          `             `   `            
PCFII        03/01/2017        $3,965,812   02/16/2007             120              119           360           360   Yes          
PCFII        03/01/2017        $7,793,415   02/20/2007             120              119           360           359   No           
PCFII        02/01/2017        $4,110,558   01/12/2007             120              118           360           358   Yes          
PCFII        02/01/2017        $3,257,566   01/12/2007             120              118           360           358   Yes          
PCFII        03/01/2017        $7,200,000   02/14/2007             120              119            IO            IO   No           
PCFII        01/01/2017        $7,000,000   12/27/2006             120              117           360           360   No           
PCFII        03/01/2017        $6,993,193   02/01/2007             120              119           360           359   No           
PCFII        04/01/2017        $6,000,000   03/15/2007             120              120           240           240   No           
PCFII        03/01/2017        $5,500,000   02/12/2007             120              119           360           360   No           
PCFII        04/01/2017        $5,400,000   03/05/2007             120              120           360           360   No           
`            `               `              `            `               `                          `             `   `            
PCFII        03/01/2012        $4,396,266   02/23/2007              60               59           360           359   No           
PCFII        03/01/2017        $4,200,000   02/02/2007             120              119            IO            IO   No           

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Mortgage     Mortgage   `                                    `                                            `                   `    
Loan Seller  Loan No.   Property Name                        Street Address                               City                State
-----------  --------   ----------------------------------   ------------------------------------------   -----------------   -----
                                                                                                                                   
PCFII             134   111 West Lemon Avenue                111 West Lemon Avenue                        Monrovia            CA   
PCFII             145   550 PA Route 611                     550 PA Route 611                             Stroudsburg         PA   
PCFII             150   727 South Wanamaker Avenue           727 South Wanamaker Avenue                   Ontario             CA   
PCFII             151   Shoppes of Northtowne                3501 North Ponce De Leon Boulevard           St. Augustine       FL   
PCFII             154   G.I. Joe's Leasehold                 25928 SE 104th Avenue                        Kent                WA   
PCFII             156   9937 Garland Road                    9937 Garland Road                            Dallas              TX   
PCFII             158   935 Broadbeck Drive                  935 Broadbeck Drive                          Thousand Oaks       CA   
PCFII             161   Cherokee Hills                       1241 Indian Trail Road                       Norcross            GA   
PCFII             166   Summertree Park Apartments           1801 South 15th Street                       Tacoma              WA   
PCFII             167   1020 Railroad Street                 1020 Railroad Street                         Corona              CA   
PCFII             174   730 Apollo Drive                     730 Apollo Drive                             Lino Lakes          MN   
PCFII             175   400 East Market Street               400 East Market Street                       West Chester        PA   
PCFII             184   3240 North Pleasantburg Drive        3240 North Pleasantburg Drive                Greenville          SC   
PCFII             190   8018 West Broad Street               8018 West Broad Street                       Richmond            VA   
PCFII             199   The Crossings At Akers Mill          3051 Akers Mill Road SE                      Atlanta             GA   
PCFII             200   20195 Stevens Creek Boulevard        20195 Stevens Creek Boulevard                Cupertino           CA   
PCFII             207   Lodi Court Apartments                126 Route 46                                 Lodi                NJ   
PCFII             214   Judges Office                        7326 College Street                          Irmo                SC   
PCFII             219   251 Legris Avenue                    251 Legris Avenue                            West Warwick        RI   
PCFII             221   1275 Chatham Parkway                 1275 Chatham Parkway                         Savannah            GA   
PCFII             229   845 Eldridge Parkway                 845 Eldridge Parkway                         Houston             TX   
PCFII             233   KaRon Self Storage                   1304-1312 Ranch Road 620                     Austin              TX   
PCFII             234   5101 Highway 101                     5101 Highway 101                             Minnetonka          MN   
PCFII             239   3909 Frankford Road                  3909 Frankford Road                          Dallas              TX   
PCFII             242   217 Washington Street                217 Washington Street                        Toms River          NJ   
PCFII             243   1945 West Main Street                1945 West Main Street                        Mesa                AZ   

Mortgage     `               Cut-Off Date   `            Original Term   Remaining Term      Original     Remaining   `            
Loan Seller  Maturity Date   Balance        Note Date    to Maturity     to Maturity      Amort. Term   Amort. Term   ARD Loan     
-----------  -------------   ------------   ----------   -------------   --------------   -----------   -----------   --------     
                                                                                                                                   
PCFII        03/01/2017        $3,996,426   02/21/2007             120              119           360           359   No           
PCFII        02/01/2017        $3,492,031   01/30/2007             120              118           360           358   No           
PCFII        03/01/2017        $3,200,000   02/12/2007             120              119           360           360   No           
PCFII        02/01/2017        $3,192,521   01/24/2007             120              118           360           358   No           
PCFII        12/01/2011        $3,100,000   11/13/2006              60               56            IO            IO   No           
PCFII        03/01/2027        $3,094,331   02/01/2007             240              239           240           239   No           
PCFII        03/01/2017        $3,017,000   02/16/2007             120              119           360           360   No           
PCFII        03/01/2017        $2,996,035   03/01/2007             120              119           300           299   No           
PCFII        03/01/2017        $2,897,468   02/15/2007             120              119           360           359   No           
PCFII        02/01/2017        $2,800,000   01/26/2007             120              118           360           360   No           
PCFII        02/01/2017        $2,419,751   01/19/2007             120              118           360           358   No           
PCFII        03/01/2017        $2,398,021   02/14/2007             120              119           360           359   No           
PCFII        03/01/2017        $2,187,150   02/12/2007             120              119           300           299   Yes          
PCFII        03/01/2017        $2,098,218   02/15/2007             120              119           360           359   No           
PCFII        03/01/2017        $1,900,000   02/06/2007             120              119           360           360   No           
PCFII        03/01/2017        $1,897,474   02/23/2007             120              119           300           299   No           
PCFII        03/01/2022        $1,743,954   01/31/2007             180              179           180           179   No           
PCFII        03/01/2019        $1,592,565   02/05/2007             144              143           144           143   No           
PCFII        02/01/2017        $1,462,801   01/31/2007             120              118           360           358   Yes          
PCFII        03/01/2017        $1,423,803   02/15/2007             120              119           360           359   No           
PCFII        02/01/2017        $1,200,000   01/30/2007             120              118           360           360   Yes          
PCFII        03/01/2017        $1,079,140   02/07/2007             120              119           360           359   No           
PCFII        03/01/2017        $1,075,000   02/02/2007             120              119           360           360   No           
PCFII        03/01/2017          $999,143   02/28/2007             120              119           360           359   No           
PCFII        02/01/2027          $995,658   01/19/2007             240              238           240           238   No           
PCFII        02/01/2017          $960,000   01/31/2007             120              118           300           300   No           

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 EXHIBIT 2

REPRESENTATIONS AND WARRANTIES REGARDING
 INDIVIDUAL MORTGAGE LOANS

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

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

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

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

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instruments, establishes and creates a valid and, subject to the exceptions set 
forth in paragraph 13 below, enforceable security interest in favor of the      
holder thereof in all of the related Mortgagor's personal property used in, and 
reasonably necessary to operate, the related Mortgaged Property. In the case of 
a Mortgaged Property operated as a hotel or an assisted living facility, the    
Mortgagor's personal property includes all personal property that a prudent     
mortgage lender making a similar Mortgage Loan would deem reasonably necessary  
to operate the related Mortgaged Property as it is currently being operated. A  
Uniform Commercial Code financing statement has been filed and/or recorded in   
all places necessary to perfect a valid security interest in such personal      
property, to the extent a security interest may be so created therein, and such 
security interest is a first priority security interest, subject to any prior   
purchase money security interest in such personal property and any personal     
property leases applicable to such personal property. Notwithstanding the       
foregoing, no representation is made as to the perfection of any security       
interest in rents or other personal property to the extent that possession or   
control of such items or actions other than the filing of Uniform Commercial    
Code financing statements are required in order to effect such perfection.      

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

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

      7. Condition of Property; Condemnation. Except with respect to
Mortgage Loans secured primarily by unimproved land: (i) with respect to the    
Mortgaged Properties securing the Mortgage Loans that were the subject of an    
engineering report within 18 months prior to the Cut-Off Date as set forth on   
Schedule A to this Exhibit 2, each Mortgaged Property is, to Seller's knowledge,
free and clear of any damage (or adequate reserves therefor have been           

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

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

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

       10. Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and       
enforceable provisions (subject to the exceptions set forth in paragraph 13)    
such as to render the rights and remedies of the                                

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holder thereof adequate for the practical realization against the related       
Mortgaged Property of the principal benefits of the security intended to be     
provided thereby.                                                               

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

12. Environmental Conditions.                           

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

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           Mortgaged Property and (b) if such report disclosed the
      existence of a material and adverse LBP, ACM or RG
                 environmental condition or circumstance affecting the related
                 Mortgaged Property, the related Mortgagor (A) was required to
           remediate the identified condition prior to closing the
              Mortgage Loan or provide additional security, or establish
              with the lender a reserve from loan proceeds, in an amount
                deemed to be sufficient by Seller for the remediation of the
               problem and/or (B) agreed in the Mortgage Loan documents to
                  establish an operations and maintenance plan after the closing
            of the Mortgage Loan, (iii) on the effective date of the
               Environmental Insurance Policy, Seller as originator had no
                 knowledge of any material and adverse environmental condition
                or circumstance affecting the Mortgaged Property (other than
                  the existence of LBP, ACM or RG) that was not disclosed to the
          Policy Issuer in one or more of the following: (a) the
                application for insurance, (b) a borrower questionnaire that
              was provided to the Policy Issuer or (c) an engineering or
           other report provided to the Policy Issuer and (iv) the
               premium of any Environmental Insurance Policy has been paid
                  through the maturity of the policy's term and the term of such
                 policy extends at least five years beyond the maturity of the
                 Mortgage Loan. Each Environmental Insurance Policy covering a
                 Mortgaged Property identified on Schedule C to this Exhibit 2
        that constitutes a PLL Policy (1) has a term that is
                  co-terminous with the Maturity Date (or, in the case of an ARD
                 Loan, the Anticipated Repayment Date) of the related Mortgage
               Loan, (2) provides for a deductible in an amount reasonably
               acceptable to the Seller and (3) is in an amount reasonably
acceptable to the Seller.                   

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

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              thereon, has received any notice of violation or potential
violation of any such law.                  

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

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

           14. Insurance. Each Mortgaged Property is, and is required pursuant
to the related Mortgage to be, insured by (a) a fire and extended perils        
insurance policy providing coverage against loss or damage sustained by reason  
of fire, lightning, windstorm, hail, explosion, riot, riot attending a strike,  
civil commotion, aircraft, vehicles and smoke, and, to the extent required as of
the date of origination by the originator of such Mortgage Loan consistent with 
its normal commercial mortgage lending practices, against other risks insured   
against by persons operating like properties in the locality of the Mortgaged   
Property in an amount not less than the lesser of the principal balance of the  
related Mortgage Loan and the replacement cost of the Mortgaged Property, and   
not less than the amount necessary to avoid the operation of any co-insurance   
provisions with respect to the Mortgaged Property, and the policy contains no   
provisions for a deduction for depreciation; (b) a business interruption or     
rental loss insurance policy, in an amount at least equal to twelve (12) months 
of operations of the Mortgaged Property estimated as of the date of origination 
by the originator of such Mortgage Loan consistent with its normal commercial   
lending practices; (c) a flood insurance policy (if any portion of buildings or 
other structures on the Mortgaged Property are located in an area identified by 
the Federal Emergency Management Agency as having special flood hazards and the 
Federal Emergency Management Agency requires flood insurance to be maintained); 
and (d) a comprehensive general liability insurance policy in amounts as are    
generally required by commercial mortgage lenders, and in any event not less    
than $1 million per occurrence. Such                                            

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insurance policy contains a standard mortgagee clause that names the mortgagee  
as an additional insured in the case of liability insurance policies and as a   
loss payee in the case of property insurance policies and requires prior notice 
to the holder of the Mortgage of termination or cancellation. No such notice has
been received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Mortgagor to maintain all such       
insurance and, upon such Mortgagor's failure to do so, authorizes the holder of 
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and 
to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that 
casualty insurance proceeds will be applied (a) to the restoration or repair of 
the related Mortgaged Property, (b) to the restoration or repair of the related 
Mortgaged Property, with any excess insurance proceeds after restoration or     
repair being paid to the Mortgagor, or (c) to the reduction of the principal    
amount of the Mortgage Loan.                                                    

       15. Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the    
related Mortgage. For purposes of this representation and warranty, real        
property taxes and assessments shall not be considered unpaid until the date on 
which interest or penalties would be first payable thereon.                     

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

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

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

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

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

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

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

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

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

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

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

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

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

      19. LTV Ratio. The gross proceeds of each Mortgage Loan to the
related Mortgagor at origination did not exceed the non-contingent principal    
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an 
interest in real property having a fair market value (i) at the date the        
Mortgage Loan was originated, at least equal to 80 percent of the original      
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least    
equal to 80 percent of the principal balance of the Mortgage Loan on such date; 
provided that for purposes hereof, the fair market value of the real property   
interest must first be reduced by (x) the amount of any lien on the real        
property interest that is senior to the Mortgage Loan and (y) a proportionate   
amount of any lien that is in parity with the Mortgage Loan (unless such other  
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage    
Loan, in which event the computation described in clauses (a)(i) and (a)(ii) of 
this paragraph 19 shall be made on a pro rata basis in accordance with the fair 
market values of the Mortgaged Properties securing such cross-collateralized    
Mortgage Loans); or (b) substantially all the proceeds of such Mortgage Loan    
were used to acquire, improve or protect the real property that served as the   
only security for such Mortgage Loan (other than a recourse feature or other    
third party credit enhancement within the meaning of Treasury Regulations       
Section 1.860G-2(a)(1)(ii)).                                                    

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

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

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

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

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

           25. Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or 
any material portion of the related Mortgaged Property that was included in the 
appraisal for such Mortgaged Property, and/or generates income from the lien of 
the related Mortgage except upon payment in full of all amounts due under the   
related Mortgage Loan or in connection with the defeasance provisions of the    
related Note and Mortgage. The Mortgages relating to those Mortgage Loans       
identified on Schedule A hereto require the mortgagee to grant releases of      
portions of the related Mortgaged Properties upon (a) the satisfaction of       
certain legal and underwriting requirements and/or (b) the payment of a         
predetermined or objectively determinable release price and prepayment          
consideration in connection therewith. Except as described in the first sentence
hereof and for those Mortgage Loans identified on Schedule A, no Mortgage Loan  
permits the full or partial release or substitution of collateral unless the    
mortgagee or servicer can require the Borrower to provide an opinion of tax     
counsel to the effect that such release or substitution of collateral (a) would 
not constitute a "significant modification" of such Mortgage Loan within the    
meaning of Treas. Reg. ss.1.1001-3 and (b) would not cause such Mortgage Loan to
fail to be a "qualified mortgage" within the meaning of Section 860G(a)(3)(A) of
the Code.                                                                       

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

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

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

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

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

          31. Actions Concerning Mortgage Loans. To the knowledge of Seller,
there are no actions, suits or proceedings before any court, administrative     
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related         
Mortgaged Property that might adversely affect title to the Mortgaged Property  
or the validity or enforceability of the related Mortgage or that might         
materially and adversely affect the value of the Mortgaged Property as security 
for the Mortgage Loan or the use for which the premises were intended.          

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

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

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

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

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

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

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

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

    40. Defeasance. No Mortgage Loan provides that (i) it can be
defeased until the date that is more than two years after the Closing Date, (ii)
that it can be defeased with any property other than government securities (as  
defined in Section 2(a)(16) of the Investment Company Act of 1940, as amended)  
or any direct non-callable security issued or guaranteed as to                  

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principal or interest by the United States that will provide interest and       
principal payments sufficient to satisfy scheduled payments of interest and     
principal as required under the related Mortgage Loan, or (iii) defeasance      
requires the payment of any consideration other than (a) reimbursement of       
incidental costs and expenses and/or (b) a specified dollar amount or an amount 
that is based on a formula that uses objective financial information (as defined
in Treasury Regulation Section 1.446-3(c)(4)(ii)).                              

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

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

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

2-13

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SCHEDULE A

Exceptions to Representations and Warranties

Principal Commercial Funding II, LLC

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SCHEDULE B

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

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SCHEDULE C

 List of Mortgage Loans Subject to Secured Creditor Impaired Property Policies

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 EXHIBIT 3
BILL OF SALE

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

          Seller:           Principal Commercial Funding II, LLC
                 Purchaser:        Bear Stearns Commercial Mortgage Securities
Inc.    

        2. Sale. For value received, Seller hereby conveys to Purchaser,
without recourse, all right, title and interest in and to the Mortgage Loans    
identified on Exhibit 1 (the "Mortgage Loan Schedule") to the Mortgage Loan     
Purchase Agreement, dated as of April 5, 2007 (the "Mortgage Loan Purchase      
Agreement"), between Seller and Purchaser and all of the following property:    

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

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

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

3. Purchase Price. The amount equal to [____________].  

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

4-1 

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           IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this 5th day of January, 2007.     

SELLER:                             PRINCIPAL COMMERCIAL FUNDING II, LLC        

                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________

PURCHASER:                          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES 
INC.    

                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________

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 EXHIBIT 4
 FORM OF LIMITED POWER OF ATTORNEY
TO LASALLE BANK NATIONAL ASSOCIATION
 AND CENTERLINE SERVICING INC.
 WITH RESPECT TO
 BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.,
 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
 SERIES 2007-TOP26

KNOW ALL MEN BY THESE PRESENTS:                         

  WHEREAS, pursuant to the terms of the Mortgage Loan Purchase Agreement
dated as of April 5, 2007 (the "Mortgage Loan Purchase Agreement"), between     
Principal Commercial Funding II, LLC ("Principal II") and Bear Stearns          
Commercial Mortgage Securities Inc. ("Depositor"), Principal II is selling      
certain multifamily and commercial mortgage loans (the "Mortgage Loans") to     
Depositor;                                                                      

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

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

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

4-1 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

[Signature on next page]

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      IN WITNESS WHEREOF, Principal II has caused this instrument to be executed
and its corporate seal to be affixed hereto by its officer duly authorized as of
April 5, 2007.                                                                  

                                 PRINCIPAL COMMERCIAL FUNDING II, LLC. By:
                               PRINCIPAL REAL ESTATE INVESTORS, LLC, a
                                  Delaware limited liability company, as its
manager 

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

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 ACKNOWLEDGEMENT

STATE OF _____________  )                               
) ss:   
COUNTY OF ___________   )                               

On this ____ day of April, 2007, before me appeared                 
_______________________, and _____________________________________ to me        
personally known, who, being by me duly sworn did say that he/she and he/she are
the _____________________ and ____________________________ of Principal         
Commercial Funding II, LLC, and that the seal affixed to the foregoing          
instrument is the corporate seal of said corporation, and that said instrument  
was signed and sealed in behalf of said corporation by authority of its board of
directors, and said __________________ acknowledged said instrument to be the   
free act and deed of said corporation.                                          

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

My Commission Expires:                                  

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 EXHIBIT K-4

FORM OF PURCHASE AGREEMENT I

 MSMC MLPA

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================================================================================

MORTGAGE LOAN PURCHASE AGREEMENT

 between

MORGAN STANLEY MORTGAGE CAPITAL INC.
 as Seller

 and

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
as Purchaser

 Dated as of April 5, 2007

================================================================================

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 TABLE OF CONTENTS

II.   DEFINITIONS..............................................................1
III.  PRIMARY SERVICING........................................................9
IV.   DOCUMENTS AND OTHER MATTERS.............................................23
V.    MASTER SERVICER ASSISTANCE..............................................23
VI.   ADDITIONAL PRIMARY SERVICER COVENANTS...................................25
VII.  PRIMARY SERVICER DEFAULT; TERMINATION; POST-TERMINATION OBLIGATIONS.....36
VIII. SUBCONTRACTORS..........................................................42
IX.   PRIMARY SERVICER TO HOLD PROPERTY FOR THE MASTER SERVICER...............43
X.    INDEMNIFICATION.........................................................43
XI.   MISCELLANEOUS...........................................................45
PROPERTY NAME..................................................................1
INDRIO CROSSINGS SHOPPING CENTER...............................................1

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

Index of Defined Terms

Agreement......................................................................i
Certificate Purchase Agreement.................................................2
Certificates...................................................................2
Code...........................................................................2
Depositor......................................................................1
ERISA..........................................................................2
Initial Purchasers.............................................................2
Master Servicer................................................................i
Memorandum.....................................................................2
Mortgage Loans.................................................................i
Other Mortgage Loans...........................................................2
Paying Agent...................................................................1
Pooling and Servicing Agreement.............................................1, i
Private Certificates...........................................................2
Prospectus Supplement..........................................................2
Public Certificates............................................................2
Purchaser......................................................................i
Seller.........................................................................i
Settlement Date................................................................1
Special Servicer.........................................................2, i, 2
Trust..........................................................................i
Trustee........................................................................2
Underwriters...................................................................2
Underwriting Agreement.........................................................2

MORTGAGE LOAN PURCHASE AGREEMENT

(MSMC LOANS)

            Mortgage Loan Purchase Agreement ("Agreement"), dated as of April 5,
2007, between Morgan Stanley Mortgage Capital Inc. ("Seller") and Bear Stearns  
Commercial Mortgage Securities Inc. ("Purchaser").                              

      Seller agrees to sell and Purchaser agrees to purchase certain
mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as described   
herein. Purchaser will convey the Mortgage Loans to a trust (the "Trust")       
created pursuant to a Pooling and Servicing Agreement (the "Pooling and         
Servicing Agreement"), to be dated as of April 1, 2007 between Purchaser, as    
depositor, Wells Fargo Bank, National Association, as master servicer (the      
"Master Servicer"),                                                             

i 

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Centerline Servicing Inc., as special servicer (the "Special Servicer"), LaSalle
Bank National Association, as trustee and custodian (the "Trustee") and Wells   
Fargo Bank, National Association, as paying agent, certificate registrar and    
authenticating agent. In exchange for the Mortgage Loans and certain other      
mortgage loans to be purchased by Purchaser (collectively the "Other Mortgage   
Loans"), the Trust will issue to the Depositor pass-through certificates to be  
known as Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage  
Pass-Through Certificates, Series 2007-TOP26 (the "Certificates"). The          
Certificates will be issued pursuant to the Pooling and Servicing Agreement.    

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

         The Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class
A-1A, Class A-M and Class A-J Certificates (the "Public Certificates") will be  
sold by Purchaser to Bear, Stearns & Co. Inc. and Morgan Stanley & Co.          
Incorporated (the "Underwriters"), pursuant to an Underwriting Agreement,       
between Purchaser and the Underwriters, dated April 5, 2007 (the "Underwriting  
Agreement"), and the Class X-1, Class X-2, Class B, Class C, Class D, Class E,  
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O,
Class P, Class R-I, Class R-II and Class R-III Certificates (the "Private       
Certificates") will be sold by Purchaser to Bear, Stearns & Co. Inc. and Morgan 
Stanley & Co. Incorporated (the "Initial Purchasers") pursuant to a Certificate 
Purchase Agreement, between Purchaser and the Initial Purchasers, dated April 5,
2007 (the "Certificate Purchase Agreement"). The Underwriters will offer the    
Public Certificates for sale publicly pursuant to a Prospectus dated September  
13, 2006, as supplemented by a Prospectus Supplement dated April 5, 2007        
(together, the "Prospectus Supplement") and the Initial Purchasers will offer   
the Private Certificates for sale in transactions exempt from the registration  
requirements of the Securities Act of 1933 pursuant to a Private Placement      
Memorandum dated April 5, 2007 (the "Memorandum").                              

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

2 

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1. AGREEMENT TO PURCHASE.                                                       

1.1 Seller agrees to sell, and Purchaser agrees to purchase, on a servicing     
released basis, the Mortgage Loans identified on the schedule (the "Mortgage    
Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to 
reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms   
hereof. The Cut-Off Date with respect to the Mortgage Loans is April 1, 2007.   
The Mortgage Loans will have an aggregate principal balance as of the close of  
business on the Cut-Off Date, after giving effect to any payments due on or     
before such date, whether or not received, of $460,808,205. The sale of the     
Mortgage Loans shall take place on April 18, 2007 or such other date as shall be
mutually acceptable to the parties hereto (the "Closing Date"). The purchase    
price to be paid by Purchaser for the Mortgage Loans shall equal the amount set 
forth as such purchase price in a letter dated as of the date hereof, between   
the parties to this Agreement and entered into in connection with this Agreement
and the issuance of the Certificates, which purchase price excludes accrued     
interest and applicable deal expenses. The purchase price shall be paid to      
Seller by wire transfer in immediately available funds on the Closing Date.     

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

2. CONVEYANCE OF MORTGAGE LOANS.                                                

2.1 Effective as of the Closing Date, subject only to receipt of the            
consideration referred to in Section 1 hereof and the satisfaction of the       
conditions specified in Sections 6 and 7 hereof, Seller does hereby transfer,   
assign, set over and otherwise convey to Purchaser, without recourse, except as 
specifically provided herein all the right, title and interest of Seller, with  
the understanding that a Servicing Rights Purchase and Sale Agreement, dated    
April 1, 2007, will be executed by Seller and the Master Servicer, in and to the
Mortgage Loans identified on the Mortgage Loan Schedule as of the Closing Date. 
The Mortgage Loan Schedule, as it may be amended from time to time on or prior  
to the Closing Date, shall conform to the requirements of this Agreement and the
Pooling and Servicing Agreement. In connection with such transfer and           
assignment, Seller shall deliver to or on behalf of the Trustee, on behalf of   
Purchaser, on or prior to the Closing Date, the Mortgage Note (as described in  
clause 2.2.1 hereof) for each Mortgage Loan and on or prior to the fifth        
Business Day after the Closing Date, five limited powers of attorney            
substantially in the form attached hereto as Exhibit 4 in favor of the Trustee  
and the Special Servicer to empower the Trustee and, in the event of the failure
or incapacity of the Trustee, the Special Servicer, to submit for recording, at 
the expense of Seller, any mortgage loan documents required to be recorded as   
described in the Pooling and Servicing Agreement and any intervening assignments
with evidence of recording thereon that are required to be included in the      
Mortgage Files (so long as original counterparts have previously been delivered 
to the Trustee). Seller agrees to reasonably cooperate with the Trustee and the 
Special Servicer in connection with any additional powers of attorney or        
revisions thereto that are requested by such parties for purposes of such       
recordation. The parties hereto agree that no such power of attorney shall be   
used with respect to any Mortgage Loan by or under authorization by any party   

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

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

2.2.1 The original Mortgage Note bearing all intervening endorsements, endorsed 
"Pay to the order of LaSalle Bank National Association, as Trustee Bear Stearns 
Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through           
Certificates, Series 2007-TOP26, without recourse, representation or warranty"  
or if the original Mortgage Note is not included therein, then a lost note      
affidavit, with a copy of the Mortgage Note attached thereto;                   

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

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

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recordation, a certification by the appropriate county recording office where   
such document is recorded that such copy is a true and complete copy of the     
original recorded modification, consolidation or extension agreement, and the   
originals of all assumption agreements, if any;                                 

2.2.4 An original Assignment of Mortgage for each Mortgage Loan, in form and    
substance acceptable for recording, signed by the holder of record in favor of  
"LaSalle Bank National Association, as Trustee for Bear Stearns Commercial      
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 
2007-TOP26," provided, if the related Mortgage has been recorded in the name of 
Mortgage Electronic Registration Systems, Inc. ("MERS") or its designee, no such
assignments will be required to be submitted for recording or filing and        
instead, Seller shall take all actions as are necessary to cause the Trustee to 
be shown as the owner of the related Mortgage on the record of MERS for purposes
of the system of recording transfers of beneficial ownership of mortgages       
maintained by MERS and shall deliver to the Master Servicer and the Special     
Servicer evidence confirming that the Trustee is shown as the owner on the      
record of MERS;                                                                 

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

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

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"LaSalle Bank National Association, as Trustee for Bear Stearns Commercial      
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 
2007-TOP26," which assignment may be effected in the related Assignment of      
Mortgage, provided, if the related Mortgage has been recorded in the name of    
MERS or its designee, no assignment of Assignment of Leases in favor of the     
Trustee will be required to be recorded or delivered and instead, Seller shall  
take all actions as are necessary to cause the Trustee to be shown as the owner 
of the related Mortgage on the record of MERS for purposes of the system of     
recording transfers of beneficial ownership of mortgages maintained by MERS and 
shall deliver to the Master Servicer and the Special Servicer evidence          
confirming that the Trustee is shown as the owner on the record of MERS;        

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

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

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

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

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

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

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

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

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

2.2.15 Any Environmental Insurance Policy; and                                  

2.2.16 Any affidavit and indemnification agreement.                             

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

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

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

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the extent separate from the mortgages) and the assignments of UCC financing    
statements relating to the Mortgage Loans naming the Trustee on behalf of the   
Certificateholders as assignee. Notwithstanding the fact that such assignments  
of mortgages, assignments of leases (to the extent separate from the assignments
of mortgages) and assignments of UCC financing statements shall name the Trustee
on behalf of the Certificateholders as the assignee, the parties hereto         
acknowledge and agree that the Mortgage Loans shall for all purposes be deemed  
to have been transferred from Seller to Purchaser and from Purchaser to the     
Trustee on behalf of the Certificateholders.                                    

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3. EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW.                      

3.1 Seller shall (i) deliver to Purchaser on or before the Closing Date a       
diskette acceptable to Purchaser that contains such information about the       
Mortgage Loans as may be reasonably requested by Purchaser, (ii) deliver to     
Purchaser investor files (collectively the "Collateral Information") with       
respect to the assets proposed to be included in the Mortgage Pool and made     
available at Purchaser's headquarters in New York, and (iii) otherwise cooperate
fully with Purchaser in its examination of the credit files, underwriting       
documentation and Mortgage Files for the Mortgage Loans and its due diligence   
review of the Mortgage Loans. The fact that Purchaser has conducted or has      
failed to conduct any partial or complete examination of the credit files,      
underwriting documentation or Mortgage Files for the Mortgage Loans shall not   
affect the right of Purchaser or the Trustee to cause Seller to cure any        
Material Document Defect                                                        

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or Material Breach (each as defined below), or to repurchase or replace the     
defective Mortgage Loans pursuant to Section 5 hereof.                          

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

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

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

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the nature and wording of such disclosure and Purchaser shall use reasonable    
efforts to obtain confidential treatment therefor. Notwithstanding the          
foregoing, if reasonably advised by counsel that Purchaser is required by a     
regulatory agency or court order to make such disclosure immediately, then      
Purchaser shall be permitted to make such disclosure without prior review by    
Seller.                                                                         

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

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

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

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

4.1.3 No consent, approval, authorization or order of, registration or filing   
with, or notice to, any governmental authority or court is required, under      
federal or state law, for the execution, delivery and performance of or         
compliance by Seller with this Agreement, or the consummation by Seller of any  
transaction contemplated hereby, other than (A) such qualifications as may be   
required under state securities or blue sky laws, (B) the filing or recording of
financing statements, instruments of assignment and other similar documents     
necessary in connection with Seller's sale of the Mortgage Loans to Purchaser,  
(C) such consents, approvals, authorizations, qualifications, registrations,    
filings or notices as have been obtained and (D) where the lack of such consent,
approval, authorization, qualification, registration, filing or notice would not
have a material adverse effect on the performance by Seller under this          
Agreement.                                                                      

4.1.4 Neither the transfer of the Mortgage Loans to Purchaser, nor the          
execution, delivery or performance of this Agreement by Seller, conflicts or    
will conflict with, results or will result in a breach of, or constitutes or    
will constitute a default under (A) any term or provision of Seller's           

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articles of organization or by-laws, (B) any term or provision of any material  
agreement, contract, instrument or indenture to which Seller is a party or by   
which it or any of its assets is bound or results in the creation or imposition 
of any lien, charge or encumbrance upon any of its property pursuant to the     
terms of any such indenture, mortgage, contract or other instrument, other than 
pursuant to this Agreement, or (C) after giving effect to the consents or taking
of the actions contemplated in Section 4.1.3 hereof, any law, rule, regulation, 
order, judgment, writ, injunction or decree of any court or governmental        
authority having jurisdiction over Seller or its assets, except where in any of 
the instances contemplated by clauses (B) or (C) above, any conflict, breach or 
default, or creation or imposition of any lien, charge or encumbrance, will not 
have a material adverse effect on the consummation of the transactions          
contemplated hereby by Seller or its ability to perform its obligations and     
duties hereunder or result in any material adverse change in the business,      
operations, financial condition, properties or assets of Seller, or in any      
material impairment of the right or ability of Seller to carry on its business  
substantially as now conducted.                                                 

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

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

4.1.7 To Seller's knowledge, Seller's Information (as defined in that certain   
indemnification agreement, dated April 5, 2007, between Seller, Purchaser, the  
Underwriters and the Initial Purchasers (the "Indemnification Agreement")) does 
not contain any untrue statement of a material fact or omit to state a material 
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading. Notwithstanding anything contained  
herein to the contrary, this subparagraph 4.1.7 shall run exclusively to the    
benefit of Purchaser and no other party.                                        

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

4.1.9 For so long as the Trust is subject to the reporting requirements of the  
Exchange Act, the Seller shall provide the Purchaser (or with respect to any    
Serviced Companion Mortgage Loan that is deposited into an Other Securitization,
the depositor in such Other Securitization) and the Paying Agent with any       
Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure set     
forth next to the Seller's name on Schedule XV and Schedule XVI of the Pooling  
and Servicing Agreement within the time periods and in accordance with the      
provisions set forth in the Pooling and Servicing Agreement.                    

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

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

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

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

4.2.2 Purchaser has full power and authority to acquire the Mortgage Loans, to  
execute and deliver this Agreement and to enter into and consummate all         
transactions contemplated by this Agreement. Purchaser has duly and validly     
authorized the execution, delivery and performance of this Agreement and has    
duly and validly executed and delivered this Agreement. This Agreement, assuming
due authorization, execution and delivery by Seller, constitutes the valid and  
binding obligation of Purchaser, enforceable against it in accordance with its  
terms, except as such enforceability may be limited by bankruptcy, insolvency,  
reorganization, moratorium and other similar laws affecting the enforcement of  
creditors' rights generally and by general principles of equity, regardless of  
whether such enforcement is considered in a proceeding in equity or at law.     

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

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

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

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

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

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

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

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

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

5.2 It is hereby further acknowledged that if any document required to be       
delivered to the Trustee pursuant to Section 2 hereof is not delivered as and   
when required, not properly executed or is defective on its face, or if there is
a breach of any of the representations and warranties required to be made by    
Seller regarding the characteristics of the Mortgage Loans and/or the related   
Mortgaged Properties as set forth in Exhibit 2 hereto, and in either case the   
party discovering such breach or defect determines that either (i) the defect or
breach materially and adversely affects the interests of the holders of the     
Certificates in the related Mortgage Loan or (ii) both (A) the defect or breach 
materially and adversely affects the value of the Mortgage Loan and (B) the     
Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage   
Loan (any such defect described in the preceding clause (i) or (ii), a "Material
Document Defect" and any such breach described in the preceding clause (i) or   
(ii), a "Material Breach"), the party determining that such Material Document   
Defect or Material Breach exists shall promptly notify, in writing, the other   
parties; provided that any breach of the representation and warranty contained  
in paragraph (41) of such Exhibit 2 shall constitute a Material Breach only if  
such prepayment premium or yield maintenance charge is not deemed "customary"   
for commercial mortgage loans as evidenced by (i) an opinion of tax counsel to  
such effect or (ii) a determination by the Internal Revenue Service that such   
provision is not customary. Promptly (but in any event within three Business    
Days) upon determining (or becoming aware of another party's determination) that
any such Material Document Defect or Material Breach exists (which              

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determination shall, absent evidence to the contrary, be presumed to be no      
earlier than three Business Days prior to delivery of the notice to Seller      
referred to below), the Master Servicer shall, and the Special Servicer may,    
request that Seller, not later than 90 days from Seller's receipt of the notice 
of such Material Document Defect or Material Breach, cure such Material Document
Defect or Material Breach, as the case may be, in all material respects;        
provided, however, that if such Material Document Defect or Material Breach, as 
the case may be, cannot be corrected or cured in all material respects within   
such 90 day period, and such Material Document Defect or Material Breach would  
not cause the Mortgage Loan to be other than a "qualified mortgage" (as defined 
in the Code) but Seller is diligently attempting to effect such correction or   
cure, as certified by Seller in an Officer's Certificate delivered to the       
Trustee, then the cure period will be extended for an additional 90 days unless,
solely in the case of a Material Document Defect, (x) the Mortgage Loan is then 
a Specially Serviced Mortgage Loan and a Servicing Transfer Event has occurred  
as a result of a monetary default or as described in clause (ii) or clause (v)  
of the definition of "Servicing Transfer Event" in the Pooling and Servicing    
Agreement and (y) the Material Document Defect was identified in a certification
delivered to Seller by the Trustee pursuant to Section 2.2 of the Pooling and   
Servicing Agreement not less than 90 days prior to the delivery of the notice of
such Material Document Defect. The parties acknowledge that neither delivery of 
a certification or schedule of exceptions to Seller pursuant to Section 2.2 of  
the Pooling and Servicing Agreement or otherwise nor possession of such         
certification or schedule by Seller shall, in and of itself, constitute delivery
of notice of any Material Document Defect or knowledge or awareness by Seller,  
the Master Servicer or the Special Servicer of any Material Document Defect     
listed therein.                                                                 

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

5.4 If (x) a Mortgage Loan is to be repurchased or replaced as contemplated     
above (a "Defective Mortgage Loan"), (y) such Defective Mortgage Loan is        
cross-collateralized and cross-defaulted with one or more other Mortgage Loans  
("Crossed Mortgage Loans") and (z) the applicable document defect or breach does
not constitute a Material Document Defect or Material Breach, as the case may   
be, as to such Crossed Mortgage Loans (without regard to this paragraph), then  
the applicable document defect or breach (as the case may be) shall be deemed to
constitute a Material Document Defect or Material Breach, as the case may be, as
to each such Crossed Mortgage Loan for purposes of the above provisions, and    
Seller shall be obligated to                                                    

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

5.5 With respect to any Defective Mortgage Loan, to the extent that Seller is   
required to repurchase or substitute for such Defective Mortgage Loan (each, a  
"Repurchased Loan") in the manner prescribed above while the Trustee (as        
assignee of Purchaser) continues to hold any Crossed Mortgage Loan, Seller and  
Purchaser hereby agree to forebear from enforcing any remedies against the      
other's Primary Collateral but may exercise remedies against the Primary        
Collateral securing their respective Mortgage Loans, including with respect to  
the Trustee, the Primary Collateral securing the Mortgage Loans still held by   
the Trustee, so long as such exercise does not impair the ability of the other  
party to exercise its remedies against its Primary Collateral. If the exercise  
of remedies by one party would impair the ability of the other party to exercise
its remedies with respect to the Primary Collateral securing the Mortgage Loan  
or Mortgage Loans held by such party, then both parties shall forbear from      
exercising such remedies until the loan documents evidencing and securing the   
relevant Mortgage Loans can be modified in a manner that complies with the      
Pooling and Servicing Agreement to remove the threat of impairment as a result  
of the exercise of remedies. Any reserve or other cash collateral or letters of 
credit securing the Crossed Mortgage Loans shall be allocated between such      
Mortgage Loans in accordance with the Mortgage Loan documents, or otherwise on a
pro rata basis based upon their outstanding Principal Balances. All other terms 
of the Mortgage Loans shall remain in full force and effect, without any        
modification thereof. The Mortgagors set forth on Schedule B hereto are intended
third-party beneficiaries of the provisions set forth in this paragraph and the 
preceding                                                                       

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paragraph. The provisions of this paragraph and the preceding paragraph may not 
be modified with respect to any Mortgage Loan without the related Mortgagor's   
consent.                                                                        

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

5.7 If Seller disputes that a Material Document Defect or Material Breach exists
with respect to a Mortgage Loan or otherwise refuses (i) to effect a correction 
or cure of such Material Document Defect or Material Breach, (ii) to repurchase 
the affected Mortgage Loan from Purchaser or its assignee or (iii) to replace   
such Mortgage Loan with a Qualifying Substitute Mortgage Loan, each in          
accordance with this Agreement, then provided that (x) the period of time       
provided for Seller to correct, repurchase or cure has expired and (y) the      
Mortgage Loan is then in default and is then a Specially Serviced Mortgage Loan,
the Special Servicer may, subject to the Servicing Standard, modify, work-out or
foreclose, sell or otherwise liquidate (or permit the liquidation of) the       
Mortgage Loan pursuant to Sections 9.5, 9.12, 9.15 and 9.36, as applicable, of  
the Pooling and Servicing Agreement, while pursuing the repurchase claim. Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to a
work-out shall not constitute a defense to any repurchase claim nor shall such  
modification and work-out change the Purchase Price due from Seller for any     
repurchase claim. In the event of any such modification and work-out, Seller    
shall be obligated to repurchase the Mortgage Loan as modified and the Purchase 
Price shall include any Work-Out Fee paid to the Special Servicer up to the date
of repurchase plus the present value (calculated at a discount rate equal to the
applicable Mortgage Rate) of the Work-Out Fee that would have been payable to   
the Special Servicer in respect of such Mortgage Loan if the Mortgage Loan      
performed in accordance with its terms to its Maturity Date, provided that no   
amount shall be paid by Seller in respect of any Work-Out Fee if a Liquidation  
Fee already comprises a portion of the Purchase Price.                          

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

5.9 The fact that a Material Document Defect or Material Breach is not          
discovered until after foreclosure (but in all instances prior to the sale of   
the related REO Property or Mortgage Loan) shall not prejudice any claim against
Seller for repurchase of the REO Mortgage Loan or REO Property. In such an      
event, the Master Servicer shall notify Seller of the discovery of the Material 
Document Defect or Material Breach and Seller shall have 90 days to correct or  
cure such Material Document Defect or Material Breach or purchase the REO       
Property (or interest                                                           

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therein) at the Purchase Price. After a final liquidation of the Mortgage Loan  
or REO Mortgage Loan, if a court of competent jurisdiction issues a final order 
after the expiration of any applicable appeal period that Seller is or was      
obligated to repurchase the related Mortgage Loan or REO Mortgage Loan (or      
interest therein) (a "Final Judicial Determination") or Seller otherwise accepts
liability, then, but in no event later than the Termination of the Trust        
pursuant to Section 9.30 of the Pooling and Servicing Agreement, Seller will be 
obligated to pay to the Trust the difference between any Liquidation Proceeds   
received upon such liquidation in accordance with the Pooling and Servicing     
Agreement (including those arising from any sale to Seller) and the Purchase    
Price.                                                                          

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

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

5.12 Notwithstanding the foregoing, in the event that there is a breach of the  
representations and warranties set forth in paragraph 39 in Exhibit 2 hereto,   
and as a result the payments, by a Mortgagor, of reasonable costs and expenses  
associated with the defeasance or assumption of a Mortgage Loan are insufficient
causing the Trust to incur an Additional Trust Expense in an amount equal to    
such reasonable costs and expenses not paid by such Mortgagor, Seller hereby    
covenants and agrees to reimburse the Trust within 90 days of the receipt of    
notice of such breach in an amount sufficient to avoid such Additional Trust    
Expense. The parties hereto acknowledge that such reimbursement shall be        
Seller's sole obligation with respect to the breach discussed in the previous   
sentence.                                                                       

5.13 Notwithstanding the foregoing, Seller has retained the right to designate  
and establish the successor borrower and to purchase or cause the purchase on   
behalf of the related borrower of the related defeasance collateral ("MSMC      
Defeasance Rights and Obligations"). In the event the Master Servicer receives  
notice of a defeasance request with respect to a Mortgage Loan subject to       
defeasance, the Pooling and Servicing Agreement provides that the Master        
Servicer shall provide upon receipt of such notice, written notice of such      
defeasance request to Seller or its assignee. Until such time as Seller provides
written notice to the contrary, notice of a defeasance                          

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of a Mortgage Loan with MSMC Defeasance Rights and Obligations shall be         
delivered to MSMC pursuant to the notice provisions of the Pooling and Servicing
Agreement.                                                                      

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

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

6. CLOSING.                                                                     

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

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

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

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

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

6.1.5 All other terms and conditions of this Agreement required to be complied  
with on or before the Closing Date shall have been complied with, and Seller and
Purchaser shall have the ability to comply with all terms and conditions and    
perform all duties and obligations required to be complied with or performed    
after the Closing Date.                                                         

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

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

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

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

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

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

7.1 This Agreement duly executed by Purchaser and Seller.                       

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

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

7.4 A certificate of existence for Seller from the Secretary of State of New    
York dated not earlier than 30 days prior to the Closing Date.                  

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

7.14 An executed Bill of Sale in the form attached hereto as Exhibit 3.         

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

9. NOTICES. All communications provided for or permitted hereunder shall be in  
writing and shall be deemed to have been duly given if (a) personally delivered,
(b) mailed by registered or certified mail, postage prepaid and received by the 
addressee, (c) sent by express courier delivery service and received by the     
addressee, or (d) transmitted by telex or facsimile transmission (or any other  
type of electronic transmission agreed upon by the parties) and confirmed by a  
writing delivered by any of the means described in (a), (b) or (c), if (i) to   
Purchaser, addressed to Bear Stearns Commercial Mortgage Securities Inc., 383   
Madison Avenue, New York, New York 10179, Attention: J. Christopher Hoeffel,    
Senior Managing                                                                 

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Director, Commercial Mortgage Department (with a copy to the attention of Joseph
T. Jurkowski, Jr., Managing Director, Legal Department) (or such other address  
as may hereafter be furnished in writing by Purchaser), or if (ii) to Seller,   
addressed to Seller at Morgan Stanley Mortgage Capital Inc., 1585 Broadway, New 
York, New York 10036, Attention: Cynthia Eckes (or to such other address as     
Seller may designate in writing).                                               

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

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

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

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

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

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the Pooling and Servicing Agreement and, upon such assignment, the Trustee shall
succeed to the rights and obligations hereunder of Purchaser. No owner of a     
Certificate issued pursuant to the Pooling and Servicing Agreement shall be     
deemed a successor or permitted assigns because of such ownership.              

15. MISCELLANEOUS. This Agreement may be executed in two or more counterparts,  
each of which when so executed and delivered shall be an original, but all of   
which together shall constitute one and the same instrument. Neither this       
Agreement nor any term hereof may be changed, waived, discharged or terminated  
orally, but only by an instrument in writing signed by the party against whom   
enforcement of the change, waiver, discharge or termination is sought. The      
headings in this Agreement are for purposes of reference only and shall not     
limit or otherwise affect the meaning hereof. The rights and obligations of     
Seller under this Agreement shall not be assigned by Seller without the prior   
written consent of Purchaser, except that any person into which Seller may be   
merged or consolidated, or any corporation resulting from any merger, conversion
or consolidation to which Seller is a party, or any person succeeding to the    
entire business of Seller shall be the successor to Seller hereunder.           

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

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

                            MORGAN STANLEY MORTGAGE CAPITAL INC.

                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________

                                   BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES
INC.    

                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________

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 EXHIBIT 1

MORTGAGE LOAN SCHEDULE

o     Mortgage Loan Seller                                                      
o     Loan Number                                                               
o     Property Name                                                             
o     Street Address                                                            
o     City                                                                      
o     State                                                                     
o     Date of Maturity                                                          
o     Cut-off Date Balance                                                      
o     Note Date                                                                 
o     Original Term to Maturity or ARD                                          
o     Remaining Term                                                            
o     Original Amortization                                                     
o     Rate                                                                      
o     ARD Loan (Yes/No)                                                         

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Mortgage     Mortgage   `                                   `                                               `               `    
Loan Seller  Loan No.   Property Name                       Street Address                                  City            State
-----------  --------   ---------------------------------   ---------------------------------------------   -------------   -----
                                                                                                                                 
MSMC                3   Fulbright Tower                     1301 McKinney Street                            Houston         TX   
MSMC               14   Stony Point East (A)                100, 110, 120 Stony Point Road                  Santa Rosa      CA   
MSMC               15   Stony Point West (A)                131 Stony Point Circle                          Santa Rosa      CA   
MSMC               18   Newbury Village                     211 Pomeroy Avenue                              Meriden         CT   
MSMC               20   Rose Hill Apartments                6201 Rose Hill Falls Way                        Alexandria      VA   
MSMC               23   854-864 Madison Ave                 854-864 Madison Avenue                          New York        NY   
MSMC               36   165 East 35th Street                165 East 35th Street                            New York        NY   
MSMC               43   Cordova Commons                     1650 Airport Boulevard                          Pensacola       FL   
MSMC               45   991 Third Avenue                    991 Third Avenue                                New York        NY   
MSMC               47   Thomson Campus                      400 Providence Mine Road                        Nevada City     CA   
`            `          38-05 to 38-17 and 37-27/29 Main    `                                               `               `    
MSMC               49   Street                              38-05 to 38-17 and 37-27 Main Street            Flushing        NY   
MSMC               50   Tradewinds Shopping Center          6601 North Davis Highway                        Pensacola       FL   
MSMC               51   213 West 35th Street                213 West 35th Street                            New York        NY   
`            `          Newbury Portfolio Roll-Up (I)       `                                               `               `    
MSMC               61   North Hollywood Warehouse           11211 Vanowen Street                            Los Angeles     CA   
MSMC               62   Bridgeport Stop & Shop II           2500 Madison Avenue                             Bridgeport      CT   
MSMC               64   Carteret Shopping Center            801 Roosevelt Avenue                            Carteret        NJ   
MSMC               69   Nicholson Plaza                     5000 - 5060 Nicholson Lane                      Rockville       MD   
MSMC               70   Home Depot Bridgeport CT            656 Reservoir Avenue                            Bridgeport      CT   
MSMC               72   Rye Colony Apartment                One Peck Avenue                                 Rye             NY   
`            `          Redstone American Grill Portfolio   `                                               `               `    
`            `          Roll-Up (II)                        `                                               `               `    
MSMC               77   Beverly Blvd Retail                 8471 Beverly Boulevard                          Los Angeles     CA   
MSMC               81   Metropolitan Business Center        11128 John Galt Boulevard                       Omaha           NE   
MSMC               84   Bridgeport Stop & Shop I            2135 & 2145 Fairfield Avenue                    Bridgeport      CT   
MSMC               95   CalTech JPL Building                464 West Woodbury Road                          Altadena        CA   
`            `          `                                   1000 to 1096 South Sable Boulevard; 14551 to    `               `    
MSMC               96   Gateway Plaza - CO                  14593 East Mississippi Avenue                   Aurora          CO   
MSMC              102   West Marine Plaza                   4441-4449 Granite Drive                         Rocklin         CA   
MSMC              103   Fidelity National Title Office      17592 East 17th Street                          Tustin          CA   

Mortgage     `               Cut-Off Date   `            Original Term   Remaining Term      Original     Remaining   `          
Loan Seller  Maturity Date   Balance        Note Date    to Maturity     to Maturity      Amort. Term   Amort. Term   ARD Loan   
-----------  -------------   ------------   ----------   -------------   --------------   -----------   -----------   --------   
                                                                                                                                 
MSMC         02/08/2012       $89,000,000   01/10/2007              60               58            IO            IO   No         
MSMC         10/01/2013       $21,305,023   09/23/2003             120               78           360           318   No         
MSMC         10/01/2013        $6,613,533   09/23/2003             120               78           360           318   No         
MSMC         02/01/2012       $24,000,000   01/12/2007              60               58           360           360   No         
MSMC         12/01/2016       $23,000,000   11/30/2006             120              116            IO            IO   No         
MSMC         05/01/2017       $21,000,000   10/31/2006             126              121            IO            IO   Yes        
MSMC         05/01/2017       $14,750,000   10/31/2006             126              121            IO            IO   Yes        
MSMC         12/08/2011       $12,000,000   11/21/2006              60               56            IO            IO   No         
MSMC         01/01/2017       $12,000,000   12/14/2006             120              117            IO            IO   No         
MSMC         01/01/2018       $11,100,000   12/05/2006             132              129            IO            IO   No         
`            `               `              `            `               `                          `             `   `          
MSMC         05/01/2017       $10,850,000   10/31/2006             126              121            IO            IO   Yes        
MSMC         12/08/2011       $10,500,000   11/21/2006              60               56            IO            IO   No         
MSMC         01/01/2017       $10,000,000   12/28/2006             120              117            IO            IO   No         
`            `               `              `            `               `                          `             `   `          
MSMC         12/01/2016        $9,462,583   11/29/2006             120              116           360           356   No         
MSMC         01/01/2017        $9,350,000   12/13/2006             120              117            IO            IO   No         
MSMC         03/01/2017        $9,000,000   02/09/2007             120              119           360           360   No         
MSMC         03/01/2017        $8,492,348   02/21/2007             120              119           360           359   No         
MSMC         12/01/2016        $8,350,000   11/22/2006             120              116            IO            IO   No         
MSMC         01/01/2017        $8,122,351   12/12/2006             120              117           360           357   No         
`            `               `              `            `               `                          `             `   `          
`            `               `              `            `               `                          `             `   `          
MSMC         12/01/2016        $7,469,358   11/08/2006             120              116           360           356   No         
MSMC         03/01/2017        $7,322,828   02/16/2007             120              119           360           360   No         
MSMC         04/01/2017        $7,000,000   03/06/2007             120              120           360           360   No         
MSMC         01/01/2017        $6,150,000   12/11/2006             120              117            IO            IO   No         
`            `               `              `            `               `                          `             `   `          
MSMC         01/01/2017        $6,100,000   12/01/2006             120              117           360           360   No         
MSMC         01/01/2017        $5,882,758   12/14/2006             120              117           360           357   No         
MSMC         12/01/2016        $5,780,000   11/15/2006             120              116           360           360   No         

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Mortgage     Mortgage   `                                   `                                               `               `    
Loan Seller  Loan No.   Property Name                       Street Address                                  City            State
-----------  --------   ---------------------------------   ---------------------------------------------   -------------   -----
                                                                                                                                 
MSMC              104   Hampton Inn - Bremerton, WA         150 Washington Avenue                           Bremerton       WA   
MSMC              106   Suby Von Haden Office Building      1221 John Q. Hammons Drive                      Madison         WI   
MSMC              107   162 E 55th Street                   162 East 55th Street                            New York        NY   
MSMC              109   Sportsman Warehouse - St. George    2957 E. 850 North                               St. George      UT   
MSMC              111   36 Sutton Place South               36 Sutton Place South                           New York        NY   
`            `          `                                   308-321 SE Taylor Street & 313-345 SE Yamhill   `               `    
MSMC              112   King Taylor Commercial Park         Street                                          Portland        OR   
MSMC              121   160 E 55th Street                   160 East 55th Street                            New York        NY   
MSMC              129   Gibson Plaza                        1825-1837 East Gibson Road                      Woodland        CA   
MSMC              130   Walgreens - Holbrook                1 Plymouth Street                               Holbrook        MA   
`            `          `                                   342-344 Flatbush Avenue; 354-364 Flatbush       `               `    
MSMC              132   342-344 & 354-364 Flatbush Avenue   Avenue                                          Brooklyn        NY   
MSMC              133   9th Street Office                   1438-1444 9th Street                            Santa Monica    CA   
MSMC              141   DiBona Village Retail Center        2887 The Villages Parkway                       San Jose        CA   
MSMC              143   BB & T Bank Ground Lease            3400 East-West Highway                          Hyattsville     MD   
MSMC              144   2112 White Plains Road              2112 White Plains Road                          Bronx           NY   
MSMC              152   Tracy Towers                        245 East 24th Street                            New York        NY   
MSMC              159   731 South Fourth Street             731 South 4th Street                            Las Vegas       NV   
MSMC              164   Cool Springs - 1935 Mallory Lane    1935 Mallory Lane                               Franklin        TN   
MSMC              165   Integra Medical                     3074 College Park Drive                         The Woodlands   TX   
MSMC              172   Orlando Kmart                       1801 S. Semoran Blvd                            Orlando         FL   
`            `          Walnut Park Apartments/Hempstead    `                                               `               `    
MSMC              178   Apartments                          5326 Pocusset Street; 5644 Hempstead Road       Pittsburgh      PA   
MSMC              179   Grandon Village                     577 South Rancho Santa Fe Road                  San Marcos      CA   
MSMC              180   754 Post Street                     754 Post Street                                 San Francisco   CA   
MSMC              183   1370-1390 Jerome Avenue             1370-1390 Jerome Avenue                         Bronx           NY   
MSMC              192   HERC Deer Park                      1002 Clay Court                                 Deer Park       TX   
MSMC              195   Kelly Crossing Center               7601 NW Roanridge Road                          Kansas City     MO   
MSMC              210   Otter Creek Apts.                   4144 Otter Creek Drive                          Amelia          OH   

Mortgage     `               Cut-Off Date   `            Original Term   Remaining Term      Original     Remaining   `          
Loan Seller  Maturity Date   Balance        Note Date    to Maturity     to Maturity      Amort. Term   Amort. Term   ARD Loan   
-----------  -------------   ------------   ----------   -------------   --------------   -----------   -----------   --------   
                                                                                                                                 
MSMC         01/01/2017        $5,500,000   12/15/2006             120              117            IO            IO   No         
MSMC         01/01/2017        $5,475,216   12/21/2006             120              117           300           297   No         
MSMC         05/01/2017        $5,400,000   10/31/2006             126              121            IO            IO   Yes        
MSMC         01/01/2017        $5,400,000   12/15/2006             120              117           360           360   No         
MSMC         01/01/2017        $5,075,000   12/06/2006             120              117            IO            IO   No         
`            `               `              `            `               `                          `             `   `          
MSMC         01/01/2017        $5,000,000   12/08/2006             120              117           360           360   No         
MSMC         05/01/2017        $4,500,000   10/31/2006             126              121            IO            IO   Yes        
MSMC         01/01/2017        $4,100,000   12/21/2006             120              117           360           360   No         
MSMC         02/01/2012        $4,050,000   01/05/2007              60               58            IO            IO   No         
`            `               `              `            `               `                          `             `   `          
MSMC         02/01/2012        $4,000,000   01/24/2007              60               58            IO            IO   No         
MSMC         01/01/2017        $4,000,000   12/22/2006             120              117            IO            IO   No         
MSMC         01/01/2017        $3,700,000   12/26/2006             120              117            IO            IO   No         
MSMC         02/01/2017        $3,492,559   01/25/2007             120              118           360           358   Yes        
MSMC         02/01/2017        $3,492,274   01/31/2007             120              118           360           358   No         
MSMC         12/01/2016        $3,187,550   12/01/2006             120              116           360           356   No         
MSMC         01/01/2012        $3,010,638   12/08/2006              60               57           360           357   No         
MSMC         01/01/2017        $2,979,865   12/21/2006             120              117           240           237   No         
MSMC         12/01/2016        $2,933,505   11/20/2006             120              116           300           296   No         
MSMC         12/01/2016        $2,490,333   11/10/2006             120              116           360           356   No         
`            `               `              `            `               `                          `             `   `          
MSMC         12/08/2016        $2,272,000   11/06/2006             120              116           360           360   No         
MSMC         01/01/2017        $2,243,182   12/18/2006             120              117           360           357   No         
MSMC         01/01/2017        $2,242,998   12/21/2006             120              117           360           357   No         
MSMC         03/01/2017        $2,198,114   02/05/2007             120              119           360           359   No         
MSMC         12/08/2016        $2,091,593   11/16/2006             120              116           360           356   No         
MSMC         11/01/2016        $1,986,814   10/25/2006             120              115           312           307   No         
MSMC         12/01/2016        $1,640,470   11/22/2006             120              116           300           296   No         

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Mortgage     Mortgage   `                                   `                                               `               `    
Loan Seller  Loan No.   Property Name                       Street Address                                  City            State
-----------  --------   ---------------------------------   ---------------------------------------------   -------------   -----
                                                                                                                                 
MSMC              224   Comerica Ground Lease               1600 Research Forest Drive                      Shenandoah      TX   
MSMC              225   Fuqua Shopping Center               11200 Fuqua Road                                Houston         TX   
MSMC              226   Sunbelt Rentals Building            486 E. Franklin Road                            Meridian        ID   

Mortgage     `               Cut-Off Date   `            Original Term   Remaining Term      Original     Remaining   `          
Loan Seller  Maturity Date   Balance        Note Date    to Maturity     to Maturity      Amort. Term   Amort. Term   ARD Loan   
-----------  -------------   ------------   ----------   -------------   --------------   -----------   -----------   --------   
                                                                                                                                 
MSMC         01/01/2017        $1,250,000   12/28/2006             120              117            IO            IO   No         
MSMC         12/01/2016        $1,250,000   11/28/2006             120              116           360           360   No         
MSMC         12/01/2016        $1,245,314   11/10/2006             120              116           360           356   No         

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 EXHIBIT 2

REPRESENTATIONS AND WARRANTIES REGARDING
 INDIVIDUAL MORTGAGE LOANS

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

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

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

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

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instruments, establishes and creates a valid and, subject to the exceptions set 
forth in paragraph 13 below, enforceable security interest in favor of the      
holder thereof in all of the related Mortgagor's personal property used in, and 
reasonably necessary to operate, the related Mortgaged Property. In the case of 
a Mortgaged Property operated as a hotel or an assisted living facility, the    
Mortgagor's personal property includes all personal property that a prudent     
mortgage lender making a similar Mortgage Loan would deem reasonably necessary  
to operate the related Mortgaged Property as it is currently being operated. A  
Uniform Commercial Code financing statement has been filed and/or recorded in   
all places necessary to perfect a valid security interest in such personal      
property, to the extent a security interest may be so created therein, and such 
security interest is a first priority security interest, subject to any prior   
purchase money security interest in such personal property and any personal     
property leases applicable to such personal property. Notwithstanding the       
foregoing, no representation is made as to the perfection of any security       
interest in rents or other personal property to the extent that possession or   
control of such items or actions other than the filing of Uniform Commercial    
Code financing statements are required in order to effect such perfection.      

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

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

      7. Condition of Property; Condemnation. Except with respect to
Mortgage Loans secured primarily by unimproved land: (i) with respect to the    
Mortgaged Properties securing the Mortgage Loans that were the subject of an    
engineering report within 18 months prior to the Cut-Off Date as set forth on   
Schedule A to this Exhibit 2, each Mortgaged Property is, to Seller's knowledge,
free and clear of any damage (or adequate reserves therefor have been           

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

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

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

       10. Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary and       
enforceable provisions (subject to the exceptions set forth in paragraph 13)    
such as to render the rights and remedies of the                                

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holder thereof adequate for the practical realization against the related       
Mortgaged Property of the principal benefits of the security intended to be     
provided thereby.                                                               

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

12. Environmental Conditions.                           

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

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           to remediate the identified condition prior to closing the Mortgage
           Loan or provide additional security, or establish with the lender a
           reserve from loan proceeds, in an amount deemed to be sufficient by
          Seller for the remediation of the problem and/or (B) agreed in the
          Mortgage Loan documents to establish an operations and maintenance
           plan after the closing of the Mortgage Loan, (iii) on the effective
            date of the Environmental Insurance Policy, Seller as originator had
           no knowledge of any material and adverse environmental condition or
     circumstance affecting the Mortgaged Property (other than the
         existence of LBP, ACM or RG) that was not disclosed to the Policy
       Issuer in one or more of the following: (a) the application for
        insurance, (b) a borrower questionnaire that was provided to the
           Policy Issuer or (c) an engineering or other report provided to the
         Policy Issuer and (iv) the premium of any Environmental Insurance
          Policy has been paid through the maturity of the policy's term and
      the term of such policy extends at least five years beyond the
          maturity of the Mortgage Loan. Each Environmental Insurance Policy
      covering a Mortgaged Property identified on Schedule C to this
      Exhibit 2 that constitutes a PLL Policy (1) has a term that is
            co-terminous with the Maturity Date (or, in the case of an ARD Loan,
         the Anticipated Repayment Date) of the related Mortgage Loan, (2)
           provides for a deductible in an amount reasonably acceptable to the
           Seller and (3) is in an amount reasonably acceptable to the Seller.

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

 "Hazardous Materials" means gasoline, petroleum products,
       explosives, radioactive materials, polychlorinated biphenyls or
            related or similar materials, and any other substance or material as
        may be defined as a hazardous or toxic substance by any federal,
        state or local environmental law, ordinance, rule, regulation or
order, including without limitation, the Comprehensive  

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          Environmental Response, Compensation and Liability Act of 1980, as
        amended (42 U.S.C. ss.ss. 9601 et seq.), the Hazardous Materials
          Transportation Act as amended (42 U.S.C. ss.ss. 6901 et seq.), the
        Federal Water Pollution Control Act as amended (33 U.S.C. ss.ss.
            1251 et seq.), the Clean Air Act (42 U.S.C. ss.ss. 1251 et seq.) and
any regulations promulgated pursuant thereto.           

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

           14. Insurance. Each Mortgaged Property is, and is required pursuant
to the related Mortgage to be, insured by (a) a fire and extended perils        
insurance policy providing coverage against loss or damage sustained by reason  
of fire, lightning, windstorm, hail, explosion, riot, riot attending a strike,  
civil commotion, aircraft, vehicles and smoke, and, to the extent required as of
the date of origination by the originator of such Mortgage Loan consistent with 
its normal commercial mortgage lending practices, against other risks insured   
against by persons operating like properties in the locality of the Mortgaged   
Property in an amount not less than the lesser of the principal balance of the  
related Mortgage Loan and the replacement cost of the Mortgaged Property, and   
not less than the amount necessary to avoid the operation of any co-insurance   
provisions with respect to the Mortgaged Property, and the policy contains no   
provisions for a deduction for depreciation; (b) a business interruption or     
rental loss insurance policy, in an amount at least equal to twelve (12) months 
of operations of the Mortgaged Property estimated as of the date of origination 
by the originator of such Mortgage Loan consistent with its normal commercial   
lending practices; (c) a flood insurance policy (if any portion of buildings or 
other structures on the Mortgaged Property are located in an area identified by 
the Federal Emergency Management Agency as having special flood hazards and the 
Federal Emergency Management Agency requires flood insurance to be maintained); 
and (d) a comprehensive general liability insurance policy in amounts as are    
generally required by commercial mortgage lenders, and in any event not less    
than $1 million per occurrence. Such insurance policy contains a standard       
mortgagee clause that names the mortgagee as an additional insured in the case  
of liability insurance policies and as a loss payee in the case of property     
insurance policies and requires prior notice to the holder of the Mortgage of   
termination or cancellation. No such notice has been received, including any    
notice of nonpayment of premiums, that has not been cured. Each Mortgage        
obligates the related Mortgagor to maintain all such insurance and, upon such   
Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain 
such insurance at the Mortgagor's cost and expense and to seek reimbursement    
therefor from such Mortgagor. Each Mortgage provides that casualty insurance    
proceeds will be applied (a) to the restoration or repair of the related        
Mortgaged Property, (b) to the restoration or repair of the related Mortgaged   
Property, with any excess insurance proceeds                                    

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after restoration or repair being paid to the Mortgagor, or (c) to the reduction
of the principal amount of the Mortgage Loan.                                   

       15. Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the    
related Mortgage. For purposes of this representation and warranty, real        
property taxes and assessments shall not be considered unpaid until the date on 
which interest or penalties would be first payable thereon.                     

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

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

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

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

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

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

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

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

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

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

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

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

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

      19. LTV Ratio. The gross proceeds of each Mortgage Loan to the
related Mortgagor at origination did not exceed the non-contingent principal    
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an 
interest in real property having a fair market value (i) at the date the        
Mortgage Loan was originated, at least equal to 80 percent of the original      
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least    
equal to 80 percent of the principal balance of the Mortgage Loan on such date; 
provided that for purposes hereof, the fair market value of the real property   
interest must first be reduced by (x) the amount of any lien on the real        
property interest that is senior to the Mortgage Loan and (y) a proportionate   
amount of any lien that is in parity with the Mortgage Loan (unless such other  
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage    
Loan, in which event the computation described in clauses (a)(i) and (a)(ii) of 
this paragraph 19 shall be made on a pro rata basis in accordance with the fair 
market values of the Mortgaged Properties securing such cross-collateralized    
Mortgage Loans); or (b) substantially all the proceeds of such Mortgage Loan    
were used to acquire, improve or protect the real property that served as the   
only security for such Mortgage Loan (other than a recourse feature or other    
third party credit enhancement within the meaning of Treasury Regulations       
Section 1.860G-2(a)(1)(ii)).                                                    

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

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

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

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

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

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           25. Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or 
any material portion of the related Mortgaged Property that was included in the 
appraisal for such Mortgaged Property, and/or generates income from the lien of 
the related Mortgage except upon payment in full of all amounts due under the   
related Mortgage Loan or in connection with the defeasance provisions of the    
related Note and Mortgage. The Mortgages relating to those Mortgage Loans       
identified on Schedule A hereto require the mortgagee to grant releases of      
portions of the related Mortgaged Properties upon (a) the satisfaction of       
certain legal and underwriting requirements and/or (b) the payment of a         
predetermined or objectively determinable release price and prepayment          
consideration in connection therewith. Except as described in the first sentence
hereof and for those Mortgage Loans identified on Schedule A, no Mortgage Loan  
permits the full or partial release or substitution of collateral unless the    
mortgagee or servicer can require the Borrower to provide an opinion of tax     
counsel to the effect that such release or substitution of collateral (a) would 
not constitute a "significant modification" of such Mortgage Loan within the    
meaning of Treas. Reg. ss.1.1001-3 and (b) would not cause such Mortgage Loan to
fail to be a "qualified mortgage" within the meaning of Section 860G(a)(3)(A) of
the Code.                                                                       

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

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

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

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

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

          31. Actions Concerning Mortgage Loans. To the knowledge of Seller,
there are no actions, suits or proceedings before any court, administrative     
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related         
Mortgaged Property that might adversely affect title to the Mortgaged Property  
or the validity or enforceability of the related Mortgage or that might         
materially and adversely affect the value of the Mortgaged Property as security 
for the Mortgage Loan or the use for which the premises were intended.          

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

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

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

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

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

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

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

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

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

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

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

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

2-13

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SCHEDULE A

Exceptions to Representations and Warranties

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SCHEDULE B

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

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SCHEDULE C

 List of Mortgage Loans Subject to Secured Creditor Impaired Property Policies

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 EXHIBIT 3

BILL OF SALE

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

          Seller:           Morgan Stanley Mortgage Capital Inc.

                 Purchaser:        Bear Stearns Commercial Mortgage Securities
Inc.    

        2. Sale. For value received, Seller hereby conveys to Purchaser,
without recourse, all right, title and interest in and to the Mortgage Loans    
identified on Exhibit 1 (the "Mortgage Loan Schedule") to the Mortgage Loan     
Purchase Agreement, dated as of April 5, 2007 (the "Mortgage Loan Purchase      
Agreement"), between Seller and Purchaser and all of the following property:    

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

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

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

3. Purchase Price. The amount equal to [____________].  

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

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           IN WITNESS WHEREOF, each of the parties hereto has caused this Bill
of Sale to be duly executed and delivered on this [__] day of April, 2007.      

SELLER:                             MORGAN STANLEY MORTGAGE CAPITAL INC.        

                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________

PURCHASER:                          BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES 
INC.    

                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________

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 EXHIBIT 4
 FORM OF LIMITED POWER OF ATTORNEY
TO LASALLE BANK NATIONAL ASSOCIATION
 AND CENTERLINE SERVICING INC.
 WITH RESPECT TO
 BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.,
 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
 SERIES 2007-TOP26

KNOW ALL MEN BY THESE PRESENTS:                         

  WHEREAS, pursuant to the terms of the Mortgage Loan Purchase Agreement
dated as of April 5, 2007 (the "Mortgage Loan Purchase Agreement"), between     
Morgan Stanley Mortgage Capital Inc. ("MSMC") and Bear Stearns Commercial       
Mortgage Securities Inc. ("Depositor"), MSMC is selling certain multifamily and 
commercial mortgage loans (the "Mortgage Loans") to                             

Depositor;                                                                      

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

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

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

4-1 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

[Signature on next page]

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      IN WITNESS WHEREOF, MSMC has caused this instrument to be executed and its
corporate seal to be affixed hereto by its officer duly authorized as of April  
5, 2007.                                                                        

                            MORGAN STANLEY MORTGAGE CAPITAL INC.

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

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 ACKNOWLEDGEMENT

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

     On this ____ day of April, 2007, before me appeared Anthony J. Sfarra, to
me personally known, who, being by me duly sworn did say that he/she is the Vice
President of Morgan Stanley Mortgage Capital Inc., and that the seal affixed to 
the foregoing instrument is the corporate seal of said corporation, and that    
said instrument was signed and sealed in behalf of said corporation by authority
of its board of directors, and said Vice President acknowledged said instrument 
to be the free act and deed of said corporation.                                

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

My Commission Expires:                                  
______________________                                  

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 EXHIBIT L

 FORM OF INSPECTION REPORT

[Available at CMSA Website version 3.0 dated 4/1/2003]

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FORM OF MONTHLY CERTIFICATEHOLDER REPORT

SUBSTANTIALLY SIMILAR TO THE INFORMATION

REPEATED IN THE FORM OF STATEMENT TO

 CERTIFICATEHOLDERS IN THE

 PROSPECTUS SUPPLEMENT

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FORM OF CMSA OPERATING STATEMENT ANALYSIS REPORT

[Available at CMSA Website version 3.0 dated 4/1/2003]

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[Reserved]

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[Reserved]

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 EXHIBIT Q

[RESERVED]

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 EXHIBIT R

[Reserved]

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 EXHIBIT S-1

 FORM OF POWER OF ATTORNEY FOR MASTER SERVICER

RECORDING REQUESTED BY:                                                         
WELLS FARGO BANK, N.A.                                                          

AND WHEN RECORDED MAIL TO:                                                      

WELLS FARGO BANK, N.A.                                                          
45 Fremont Street 2nd Floor                                                     
San Francisco CA  94105                                                         
Attention:Commercial Mortgage Pass-                                             
Through Certificates Series 2007-TOP26                                    

Space above this line for Recorder's use
--------------------------------------------------------------------------------

 LIMITED POWER OF ATTORNEY
 (SPECIAL)

  KNOW ALL MEN BY THESE PRESENTS, that LaSalle Bank National
Association, as Trustee and Custodian for Bear Stearns Commercial Mortgage      
Securities Inc., Commercial Mortgage Pass-Through Certificates, Series          
2007-TOP26 ("Trustee"), under that certain Pooling and Servicing Agreement dated
as of April 1, 2007 (the "Pooling and Servicing Agreement"), does hereby        
nominate, constitute and appoint WELLS FARGO BANK, NATIONAL ASSOCIATION, as     
Master Servicer under the Pooling and Servicing Agreement ("Wells Fargo Bank"), 
as its true and lawful attorney-in-fact for it and in its name, place, stead and
for its use and benefit:                                                        

            To perform any and all acts which may be necessary or appropriate to
enable Wells Fargo Bank to service and administer the Mortgage Loans (as defined
in the Pooling and Servicing Agreement) in connection with the performance by   
Wells Fargo Bank of its duties as Master Servicer under the Pooling and         
Servicing Agreement, giving and granting unto Wells Fargo Bank full power and   
authority to do and perform any and every act necessary, requisite, or proper in
connection with the foregoing and hereby ratifying, approving or confirming all 
that Wells Fargo Bank shall lawfully do or cause to be done by virtue hereof.   

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            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of ______________ , 2007.            

                             LaSalle Bank National Association, as
                              Trustee and Custodian for Bear Stearns
                            Commercial Mortgage Securities Inc.,
                        Commercial Mortgage Pass-Through
                       Certificates, Series 2007-TOP26

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

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

 ALL-PURPOSE ACKNOWLEDGEMENT

             )
             )
             )

      On __________________ before me, _________________________________________
            Date                        Name and Title of Officer (i.e.,
                  Your Name,
                      Notary Public)

personally appeared ____________________________________________________________
 Name(s) of Document Signer(s)

________________________________________________________________________________

personally known to me (or proved to me on the basis of satisfactory evidence)  
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their          
authorized capacity(ies), and that by his/her/their signature(s) on the         
instrument the person(s), or the entity upon behalf of which the person(s)      
acted, executed the instrument.                                                 

WITNESS my hand and official seal.                                  

______________________________                                      
Signature of Notary                                     

                                           (Affix seal in the above blank space)

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

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 EXHIBIT S-2

FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER

RECORDING REQUESTED BY:                                                         
WELLS FARGO BANK, N.A.                                                          

AND WHEN RECORDED MAIL TO:                                                      

CENTERLINE SERVICING INC.                                                       
5605 North MacArthur Blvd.                                                      
Suite 950                                                                       
Irving, Texas 75038                                                             
Attention: [ ______]                                                            

Space above this line for Recorder's use
--------------------------------------------------------------------------------

 LIMITED POWER OF ATTORNEY
 (SPECIAL)

  KNOW ALL MEN BY THESE PRESENTS, that LaSalle Bank National
Association, as Trustee and Custodian for Bear Stearns Commercial Mortgage      
Securities Inc., Commercial Mortgage Pass-Through Certificates, Series          
2007-TOP26 ("Trustee"), under that certain Pooling and Servicing Agreement dated
as of April 1, 2007 (the "Pooling and Servicing Agreement"), does hereby        
nominate, constitute and appoint CENTERLINE SERVICING INC., as Special Servicer 
under the Pooling and Servicing Agreement ("CENTERLINE"), as its true and lawful
attorney-in-fact for it and in its name, place, stead and for its use and       
benefit:                                                                        

            To perform any and all acts which may be necessary or appropriate to
enable CENTERLINE to service and administer the Mortgage Loans (as defined in   
the Pooling and Servicing Agreement) in connection with the performance by      
CENTERLINE of its duties as Special Servicer under the Pooling and Servicing    
Agreement, giving and granting unto CENTERLINE full power and authority to do   
and perform any and every act necessary, requisite, or proper in connection with
the foregoing and hereby ratifying, approving or confirming all that CENTERLINE 
shall lawfully do or cause to be done by virtue hereof.                         

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            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of __________, 2007.                 

                             LaSalle Bank National Association, as
                              Trustee and Custodian for Bear Stearns
                            Commercial Mortgage Securities Inc.,
                        Commercial Mortgage Pass-Through
                       Certificates, Series 2007-TOP26

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

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

 ALL-PURPOSE ACKNOWLEDGEMENT

             )
             )
             )

      On __________________ before me, _________________________________________
            Date                        Name and Title of Officer (i.e.,
                  Your Name,
                      Notary Public)

personally appeared ____________________________________________________________
 Name(s) of Document Signer(s)

________________________________________________________________________________

personally known to me (or proved to me on the basis of satisfactory evidence)  
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their          
authorized capacity(ies), and that by his/her/their signature(s) on the         
instrument the person(s), or the entity upon behalf of which the person(s)      
acted, executed the instrument.                                                 

WITNESS my hand and official seal.                                  

______________________________                                      
Signature of Notary                                     

                                           (Affix seal in the above blank space)

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

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 EXHIBIT T

FORM OF DEBT SERVICE COVERAGE RATIO PROCEDURES

      "Debt Service Coverage Ratios" generally means the ratio of "Underwritable
Cash Flow" estimated to be produced by the related Mortgaged Property to the    
annualized amount of debt service payable under that Mortgage Loan.             
"Underwritable Cash Flow" in each case is an estimate of stabilized cash flow   
available for debt service. In general, it is the estimated stabilized revenue  
derived from the use and operation of a Mortgaged Property (consisting primarily
of rental income) less the sum of (a) estimated stabilized operating expenses   
(such as utilities, administrative expenses, repairs and maintenance, management
fees and advertising), (b) fixed expenses (such as insurance, real estate taxes 
and, if applicable, ground lease payments) and (c) capital expenditures and     
reserves for capital expenditures, including tenant improvement costs and       
leasing commissions. Underwritable Cash Flow generally does not reflect interest
expenses and non-cash items such as depreciation and amortization. In           
determining Underwritable Cash Flow for a Mortgaged Property, the Master        
Servicer may rely on rent rolls and other generally unaudited financial         
information provided by the respective borrowers and may estimate cash flow     
taking into account historical financial statements, material changes in the    
operating position of the Mortgaged Property, and estimated capital             
expenditures, leasing commissions and tenant improvement reserves. The Master   
Servicer may make certain changes to operating statements and operating         
information obtained from the respective borrowers.                             

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 EXHIBIT U

[Form of Assignment and Assumption Submission to Special Servicer]

PRESENT MORTGAGOR:                                                              

PROPOSED MORTGAGOR:                                                             

PRIMARY SERVICER #:                                                             

SPECIAL SERVICER #:                                                             

COLLATERAL TYPE:                 (Retail, Industrial, Apartments, Office, etc.) 

ADDRESS:                         Property Address                               

       City, State, zip code

ASSET STATUS:                    As of (date)                                   

Principal Balance:                  $                               
Unpaid Accrued Interest:            $                               
Unpaid Late Fees/other fees:        $                               
Tax Escrow Balance:                 $                               

A. INSURANCE ESCROW BALANCE: $

Reserve Escrow Balance:             $                               
Monthly (P&I) Payment:              $                               
Interest Rate:                      %                               
Date Principal Paid To:                                             
Date Interest Paid To:                                              
Maturity Date:                                                      
Origination Date:                                                   

Executive Summary:                                                              

7.    Summarize the transaction                                                 

  a.    note any significant modification of terms of the Loan Documents
      permitting assumption that could result in Adverse REMIC Event

8.    Discuss proposed Mortgagor entity and ownership structure                 

     a.    include any changes in level of SAE or SPE compliance from existing
Mortgagor as noted on Asset Summary attached)           

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9.    How will title be held                                                    

10.   Source of cash for down payment                                           

11.   Briefly describe collateral                                               

a.    Size, occupancy, primary tenants, location                    

b.    Prior year NOI and DSCR and Pro-forma NOI DSCR                

12.   Complete the chart below:                                                 

The sale terms and property characteristics are summarized as follows:          

Purchase price                                  $                               
Buyer down payment                              $        (%)                    
Estimated closing date                                                          
1% loan fee split: Principal                    40% - $                         
Wells Fargo, Master Serv.                  10% - $                    
Centerline, Special Serv.                  50% - $                    
Most recent appraised value according to        $                               
appraisal in Primary Servicer's possession                                      
Loan-to-value as if initial underwriting        %                               
Occupancy as of                                 %                               
12/31/__ NOI                                    $                               
Debt service coverage as of                     x                               

Financial Condition of Proposed Mortgagor/Guarantor:                            

8.    Explain background and experience of the proposed Mortgagor/principals;   
     describe any deficiencies in Mortgagor's ability to meet creditworthiness
      and experience requirements of Loan Documents and compare creditworthiness
     and experience of proposed Mortgagor to that of transferring Mortgagor to
the extent information about transferring Mortgagor is available.   

9.    State date of the financial statement, who prepared, if CPA, state the    
opinion rendered, how assets are valued                             

10.   Highlight Balance sheet and Income statement                              

      a.    Describe significant assets (e.g. obtain from proposed Mortgagor and
     Guarantor (as applicable) information about how it values its
assets)                                                 

b.    Related debt                                                  

11.   For public companies that have historical financial information:          

      a.    Spread Balance Sheet for minimum of two (2) years (request three (3)
years, if available)                                    

     b.    Spread and commonsize Income statement for minimum of two (2) years
(request three (3) years, if available);                

12.   Explain results of credit checks, legal searches and banking credit       
references (two required)                                           

13.   If Rating Agency Confirmation is permitted under applicable Loan          
Documents, note if such Confirmation will be sought                 

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14.   Describe whether assigning Mortgagor and/or Guarantors will be released   
     from its obligations under the Loan Documents [from and after the date of
  the transfer]. If so, describe extent of release and rationale for it.

Project Status & Description: (See attached Asset Summary, most recent          
Inspection Report and most recent rent roll)                                    

2.    Describe any current, material issues regarding the operating status of   
the property:                                                       

(e.g. issues surrounding current occupancy, anchor tenants, tenant rollover)    

Property Financial Summary: (See attached Income and Expense Statements for     
Mortgaged Property and year-to-date operating statements)                       

New Environmental and Engineering Developments (if any) and Status of Issues    
identified in Original Reports or Loan Documents as needing Remediation: (See   
attached Asset Summary)                                                         

3.    Describe any material issues requiring remediation contained in original  
reports                                                             

4.    Describe current status of issue and remediation                          

Escrow Status:                                                                  

2.    Explain status of all reserves                                            

Property Management Summary:                                                    

3.    Who is proposed property management firm                                  

4.    Background and Experience                                                 

Collateral Valuation:                                                           

3.    Discuss the original appraisal                                            

C.    Who prepared                                                  

    D.    Attach Executive Summary and discussion of approach to value given
    most weight from most recent appraisal in Primary Servicer's
possession                                              

4.    Comparison of the following (original to actual property):                

E.    Vacancy                                                       

F.    Rents                                                         

G.    Taxes                                                         

H.    Other Key Expenses                                            

Current Market Conditions:                              

      Briefly state material current real estate market dynamics and
economic influences that may affect the operational performance of the property.

Recommendation:                                                                 

3.    STATE RECOMMENDATION FOR APPROVAL.                                        

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4.    HIGHLIGHT STRENGTHS AND WEAKNESSES. HOW ARE WEAKNESSES MITIGATED? (BULLET 
POINTS ARE FINE)                                                    

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Request for Special Servicer Consent:                                           

Primary Servicer hereby recommends and requests consent of Special Servicer to  
the foregoing Assignment and Assumption.                                        

< >                                                                             

By: ________________________________________                                    

Title: _____________________________________                                    

Date: ______________________________________                                    

Consent to Assignment & Assumption is given:                                    
CENTERLINE SERVICING INC., acting solely in its capacity as                     
Special Servicer                                                                

By: ________________________________________                                    

Title: _____________________________________                                    

Date: ______________________________________                                    

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 Schedule of Exhibits to Assumption Submission

16.   Financial statements of purchasing entity and any guarantors (audited, if 
available)                                                          

17.   Financial statement of selling entity only if available                   

18.   Bank and /or credit references for transferee                             

19.   Credit report for principal(s) of the proposed borrowing entity.          

20.   Most recent Income & Expense Statement for Mortgaged Property and         
operating statement review                                          

21.   Income & Expense Statement for Mortgaged Property for previous two (2)    
years to the extent available                                       

22.   Most recent Property Inspection report                                    

23.   Original Asset Summary for Mortgaged Property                             

24.   Purchase and Sale Agreement                                               

25.   If available from Mortgagor, diagram of proposed ownership structure,     
including percentages of ownership                                  

26.   Proposed property management agreement                                    

27.   Description and source of equity being used for the purchase, if available

28.   Most recent Rent Roll                                                     

29.   Copy of Promissory Note, Mortgage and any Loan Agreement                  

30.   Other items as required by the description set forth above                

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 EXHIBIT V

[Form of Additional Lien, Monetary Encumbrance and Mezzanine Financing
Submission Package to the Special Services] 

Mortgagor:                                                                      

Master Servicer Loan  #:                                                        

Primary Servicer Loan #:                                                        

Collateral Type:                  (Retail, Industrial, Apartments, Office, etc.)

Address of Property:                                                            

Asset Status                              As of (date):                         
Principal Balance:                     $                                  
Unpaid Accrued Interest:               $                                  
Unpaid Late Fees/other fees:           $                                  
Tax Escrow Balance:                    $                                  
Insurance Escrow Balance:              $                                  
Monthly P+I Payment:                   $                                  
Interest Rate:                         %                                  
Date Principal Paid To:                                                   
Date Interest Paid To:                                                    
Origination Date:                                                         
Maturity Date:                                                            

Executive Summary:                                                              

9.    Summarize the transaction                                                 

a.    note deviations from requirements for subordinate/mezzanine   
financing contained in Loan Documents                   

  b.    if Rating Agency Confirmation is permitted under applicable Loan
Documents, note if such Confirmation will be sought     

10.   State amount and purpose of Lien/Financing                                

11.   Interest Rate                                                             

12.   Amount of Monthly/Periodic Payment (identify if P&I or Interest only)     

13.   Identify Subordinate/Mezzanine Lender                                     

   a.    provide any information furnished by Mortgagor regarding proposed
lender                                                  

14.   Collateral pledged or mortgaged as security:                              

15.   Briefly describe collateral                                               

a.    Size, occupancy, primary tenants, location                    

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    b.    NOI and DSCR for prior year and, if available, prior two years and
Pro-forma NOI DSCR                                      

16.   Complete the chart below:                                                 

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The transaction terms and property characteristics are summarized as follows:   

Estimated closing date for financing:                                           
Administrative fee to Primary Servicer          $                               
Additional Fees, if any                         $                               
(50%: Special Servicer; 10%: Master Servicer;                                   
40%: Primary Servicer                                                           
Most recent appraised value according to        $                               
appraisal in Primary Servicer's possession                                      
Loan-to-value as of initial underwriting        %                               
Occupancy as of                                 %                               
12/31/__ NOI                                    $                               
Debt service coverage as of                     x                               

Project Status & Description: (See attached Asset Summary, most recent          
Inspection Report and most recent rent roll)                                    

2. Describe any current, material issues regarding the operating status of the  
property:                                                                       

(e.g. issues surrounding current occupancy, anchor tenants, tenant rollover)    

Property Financial Summary: (See attached most recent Income and Expense        
Statement for Mortgaged Property and operating statement review)                

Escrow Status:                                                                  

2.    Explain status of all Reserves                                            

Collateral Valuation:                                                           

3.    Discuss the original appraisal                                            

C.    Who prepared                                                  

    D.    Attach Executive Summary and discussion of approach to value given
    most weight from most recent appraisal in Primary Servicer's
possession                                              

4.    Comparison of the following (original to actual property):                

E.    Vacancy                                                       

F.    Rents                                                         

G.    Taxes                                                         

H.    Other Key Expenses                                            

Current Market Conditions:                              

      Briefly state material current real estate market dynamics and
economic influences that may affect the operational performance of the property.

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Recommendation:                                                                 

3.    STATE RECOMMENDATION FOR APPROVAL.                                        

4.    HIGHLIGHT STRENGTHS AND WEAKNESSES. HOW ARE WEAKNESSES MITIGATED? (BULLET 
POINTS ARE FINE)                                                    

Request for Special Servicer Consent:                                           

Primary Servicer hereby recommends and requests consent of Special Servicer to  
the foregoing [Subordinate/Mezzanine] Financing.                                

< >                                                                             

By: _______________________________________                                     

Title: ____________________________________                                     

Date: _____________________________________                                     

Consent to Additional Lien, Monetary Encumbrance or Mezzanine Financing as      
described above is given:                                                       

CENTERLINE SERVICING INC., acting solely in its capacity as                     
Special Servicer                                                                

By: _______________________________________                                     

Title: ____________________________________                                     

Date: _____________________________________                                     

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Schedule of Exhibits to Additional Lien, Monetary Encumbrance or Mezzanine
Financing Submission

9.    Most recent Income & Expense Statement for property and operating         
statement review                                                    

10.   Original Asset Summary for Mortgaged Property                             

11.   [For Mezzanine financing: If available from Mortgagor, diagram of proposed
ownership structure, including percentages of ownership]            

12.   [For subordinate mortgage: Copy of Subordination/Intercreditor Agreement  
in substantially the form to be executed with subordinate lender]   

13.   Copy of Note, Mortgage and any Loan Agreement                             

14.   Copy of subordinate loan documents in substantially the form to be        
executed                                                            

15.   Most recent Rent Roll.                                                    

16.   Other items as required by the description set forth above                

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 EXHIBIT W

 [Restricted Servicer Reports]

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 EXHIBIT X

 [Unrestricted Servicer Reports]

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 EXHIBIT Y

[Investor Certificate]

INVESTOR CERTIFICATION

                                             Date:

Wells Fargo Bank, N.A.                                                          
7485 New Horizon Way                                                            
Frederick, Maryland 21703                                                       
Tel: 301-815-6600                                                               
Fax: 301-815-6125                                                               
Attention: Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, Series 2007-TOP26              

     In accordance with the Pooling and Servicing Agreement, dated as of April
    1, 2007 (the "Agreement"), by and among Bear Stearns Commercial Mortgage
     Securities Inc., as Depositor, Wells Fargo Bank, National Association, as
    Master Servicer, Centerline Servicing Inc., as Special Servicer, LaSalle
     Bank National Association, as Trustee and Custodian and Wells Fargo Bank,
     N.A. as Paying Agent, Certificate Registrar and Authenticating Agent (the
   "Paying Agent"), with respect to the above referenced certificates (the
    "Certificates"), the undersigned hereby certifies and agrees as follows:

1.    The undersigned is a beneficial owner or prospective purchaser of the     
Class __ Certificates.                                              

2.    The undersigned is requesting access to the Paying Agent's internet       
website containing certain information (the "Information") and/or is
 requesting the information identified on the schedule attached hereto
  (also, the "Information") pursuant to the provisions of the Agreement.

3.    In consideration of the Paying Agent's disclosure to the undersigned of   
the Information, or access thereto, the undersigned will keep the   
Information confidential (except from such outside persons as are   
  assisting it in making an evaluation in connection with purchasing the
   related Certificates, from its accountants and attorneys, and otherwise
  from such governmental or banking authorities or agencies to which the
     undersigned is subject), and such Information will not, without the prior
written consent of the Paying Agent, be otherwise disclosed by the  
     undersigned or by its officers, directors, partners, employees, agents or
representatives (collectively, the "Representatives") in any manner 
whatsoever, in whole or in part.                                    

4.    The undersigned shall be fully liable for any breach of this agreement by 
   itself or any of its Representatives and shall indemnify the Depositor,
  the Paying Agent and the Trust Fund for any loss, liability or expense
      incurred thereby with respect to any such breach by the undersigned or any
of its Representatives.                                             

5.    Capitalized terms used but not defined herein shall have the respective   
meanings assigned thereto in the Agreement.                         

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  IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.    

                                    ____________________________________________
                                 Beneficial Owner or Prospective Purchaser

                                    By:_________________________________________

                                    Title:______________________________________

                                    Company:____________________________________

                                    Phone:______________________________________

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 EXHIBIT Z

Form of Notice and Certification

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 FORM OF

NOTICE AND CERTIFICATION
 REGARDING DEFEASANCE OF MORTGAGE LOAN

 For loans having balance of (a) $20,000,000 or less, or (b) less than 5% of
outstanding pool balance, whichever is less 

To: [Address]                                                       
Attn:                                                               

From: _____________________________________, in its capacity as Servicer (the   
"Servicer") under the Pooling and Servicing Agreement dated as of               
__________________ (the "Pooling and Servicing Agreement"), among the Servicer, 
__________________as Trustee, and others.                                       

Date: _________, 20___                                                          

Re:   _______________________________________.                                  
Commercial Mortgage Pass-Through Certificates                       
Series ___________                                                  

      Mortgage Loan (the "Mortgage Loan") identified by loan number _____ on the
Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and      
heretofore secured by the Mortgaged Properties identified on the Mortgage Loan  
Schedule by the following names:____________________                            

     Reference is made to the Pooling and Servicing Agreement described above.
Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Pooling and Servicing Agreement. [Note: all terms in this          
Certification must be conformed to terms used in the Pooling and Servicing      
Agreement]                                                                      

As Servicer under the Pooling and Servicing Agreement, we hereby:   

   2.    NOTIFY YOU THAT THE MORTGAGOR HAS CONSUMMATED A DEFEASANCE OF THE
        MORTGAGE LOAN PURSUANT TO THE TERMS OF THE MORTGAGE LOAN, OF THE
TYPE CHECKED BELOW:                                     

      ____  a full defeasance of the payments scheduled to be due in
                 respect of the entire Principal Balance of the Mortgage Loan;
or                                          

         ____  a partial defeasance of the payments scheduled to be due in
        respect of a portion of the Principal Balance of the

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              Mortgage Loan that represents ___% of the entire Principal
                Balance of the Mortgage Loan and, under the Mortgage, has an
             allocated loan amount of $____________ or _______% of the
entire Principal Balance;                   

3.    CERTIFY THAT EACH OF THE FOLLOWING IS TRUE, SUBJECT TO THOSE  
        EXCEPTIONS SET FORTH WITH EXPLANATORY NOTES ON EXHIBIT A HERETO,
         WHICH EXCEPTIONS THE SERVICER HAS DETERMINED, CONSISTENT WITH THE
       SERVICING STANDARD, WILL HAVE NO MATERIAL ADVERSE EFFECT ON THE
MORTGAGE LOAN OR THE DEFEASANCE TRANSACTION:            

        A.    THE MORTGAGE LOAN DOCUMENTS PERMIT THE DEFEASANCE, AND THE
              TERMS AND CONDITIONS FOR DEFEASANCE SPECIFIED THEREIN WERE
        SATISFIED IN ALL MATERIAL RESPECTS IN COMPLETING THE
DEFEASANCE.                                 

 B.    THE DEFEASANCE WAS CONSUMMATED ON __________, 20__.

       C.    THE DEFEASANCE COLLATERAL CONSISTS OF SECURITIES THAT (I)
            CONSTITUTE "GOVERNMENT SECURITIES" AS DEFINED IN SECTION
                 2(A)(16) OF THE INVESTMENT COMPANY ACT OF 1940 AS AMENDED (15
                U.S.C. 80A-1), (II) ARE LISTED AS "QUALIFIED INVESTMENTS FOR
              `AAA' FINANCINGS" UNDER PARAGRAPHS 1, 2 OR 3 OF "CASH FLOW
                APPROACH" IN STANDARD & POOR'S PUBLIC FINANCE CRITERIA 2000,
             AS AMENDED TO THE DATE OF THE DEFEASANCE, (III) ARE RATED
                `AAA' BY STANDARD & POOR'S, (IV) IF THEY INCLUDE A PRINCIPAL
            OBLIGATION, THE PRINCIPAL DUE AT MATURITY CANNOT VARY OR
                CHANGE, AND (V) ARE NOT SUBJECT TO PREPAYMENT, CALL OR EARLY
                  REDEMPTION. SUCH SECURITIES HAVE THE CHARACTERISTICS SET FORTH
BELOW:                                      

   CUSIP____ RATE____ MAT____ PAY DATES____ ISSUED

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       D.    THE SERVICER RECEIVED AN OPINION OF COUNSEL (FROM COUNSEL
         APPROVED BY SERVICER IN ACCORDANCE WITH THE SERVICING
               STANDARD) THAT THE DEFEASANCE WILL NOT RESULT IN AN ADVERSE
REMIC EVENT.                                

            E.    THE SERVICER DETERMINED THAT THE DEFEASANCE COLLATERAL WILL BE
                 OWNED BY AN ENTITY (THE "DEFEASANCE OBLIGOR") AS TO WHICH ONE
OF THE STATEMENTS CHECKED BELOW IS TRUE:    

               ____  the related Mortgagor was a Single-Purpose Entity (as
                       defined in Standard & Poor's Structured Finance Ratings
                       Real Estate Finance Criteria, as amended to the date of
                      the defeasance (the "S&P Criteria")) as of the date of
                       the defeasance, and after the defeasance owns no assets
                      other than the defeasance collateral and real property
             securing Mortgage Loans included in the pool.

                  ____  the related Mortgagor designated a Single-Purpose Entity
                      (as defined in the S&P Criteria) to own the defeasance
collateral; or                  

             ____  the Servicer designated a Single-Purpose Entity (as
                        defined in the S&P Criteria) established for the benefit
              of the Trust to own the defeasance collateral.

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           F.    THE SERVICER RECEIVED A BROKER OR SIMILAR CONFIRMATION OF THE
                CREDIT, OR THE ACCOUNTANT'S LETTER DESCRIBED BELOW CONTAINED
                STATEMENTS THAT IT REVIEWED A BROKER OR SIMILAR CONFIRMATION
              OF THE CREDIT, OF THE DEFEASANCE COLLATERAL TO AN ELIGIBLE
               ACCOUNT (AS DEFINED IN THE S&P CRITERIA) IN THE NAME OF THE
        DEFEASANCE OBLIGOR, WHICH ACCOUNT IS MAINTAINED AS A
            SECURITIES ACCOUNT BY THE TRUSTEE ACTING AS A SECURITIES
INTERMEDIARY.                               

          G.    AS SECURITIES INTERMEDIARY, TRUSTEE IS OBLIGATED TO MAKE THE
                SCHEDULED PAYMENTS ON THE MORTGAGE LOAN FROM THE PROCEEDS OF
        THE DEFEASANCE COLLATERAL DIRECTLY TO THE SERVICER'S
                COLLECTION ACCOUNT IN THE AMOUNTS AND ON THE DATES SPECIFIED
               IN THE MORTGAGE LOAN DOCUMENTS OR, IN A PARTIAL DEFEASANCE,
            THE PORTION OF SUCH SCHEDULED PAYMENTS ATTRIBUTED TO THE
         ALLOCATED LOAN AMOUNT FOR THE REAL PROPERTY DEFEASED,
                 INCREASED BY ANY DEFEASANCE PREMIUM SPECIFIED IN THE MORTGAGE
LOAN DOCUMENTS (THE "SCHEDULED PAYMENTS").  

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           H.    THE SERVICER RECEIVED FROM THE MORTGAGOR WRITTEN CONFIRMATION
                FROM A FIRM OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, WHO
              WERE APPROVED BY SERVICER IN ACCORDANCE WITH THE SERVICING
          STANDARD, STATING THAT (I) REVENUES FROM PRINCIPAL AND
                INTEREST PAYMENTS MADE ON THE DEFEASANCE COLLATERAL (WITHOUT
            TAKING INTO ACCOUNT ANY EARNINGS ON REINVESTMENT OF SUCH
          REVENUES) WILL BE SUFFICIENT TO TIMELY PAY EACH OF THE
                 SCHEDULED PAYMENTS AFTER THE DEFEASANCE INCLUDING THE PAYMENT
                  IN FULL OF THE MORTGAGE LOAN (OR THE ALLOCATED PORTION THEREOF
                 IN CONNECTION WITH A PARTIAL DEFEASANCE) ON ITS MATURITY DATE
                 (OR, IN THE CASE OF AN ARD LOAN, ON ITS ANTICIPATED REPAYMENT
           DATE), (II) THE REVENUES RECEIVED IN ANY MONTH FROM THE
           DEFEASANCE COLLATERAL WILL BE APPLIED TO MAKE SCHEDULED
                  PAYMENTS WITHIN FOUR (4) MONTHS AFTER THE DATE OF RECEIPT, AND
               (III) INTEREST INCOME FROM THE DEFEASANCE COLLATERAL TO THE
              DEFEASANCE OBLIGOR IN ANY CALENDAR OR FISCAL YEAR WILL NOT
             EXCEED SUCH DEFEASANCE OBLIGOR'S INTEREST EXPENSE FOR THE
                MORTGAGE LOAN (OR THE ALLOCATED PORTION THEREOF IN A PARTIAL
DEFEASANCE) FOR SUCH YEAR.                  

            I.    THE SERVICER RECEIVED OPINIONS FROM COUNSEL, WHO WERE APPROVED
               BY SERVICER IN ACCORDANCE WITH THE SERVICING STANDARD, THAT
           (I) THE AGREEMENTS EXECUTED BY THE MORTGAGOR AND/OR THE
            DEFEASANCE OBLIGOR IN CONNECTION WITH THE DEFEASANCE ARE
                ENFORCEABLE AGAINST THEM IN ACCORDANCE WITH THEIR TERMS, AND
          (II) THE TRUSTEE WILL HAVE A PERFECTED, FIRST PRIORITY
            SECURITY INTEREST IN THE DEFEASANCE COLLATERAL DESCRIBED
ABOVE.                                      

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           J.    THE AGREEMENTS EXECUTED IN CONNECTION WITH THE DEFEASANCE (I)
                PERMIT REINVESTMENT OF PROCEEDS OF THE DEFEASANCE COLLATERAL
        ONLY IN PERMITTED INVESTMENTS (AS DEFINED IN THE S&P
        CRITERIA), (II) PERMIT RELEASE OF SURPLUS DEFEASANCE
             COLLATERAL AND EARNINGS ON REINVESTMENT TO THE DEFEASANCE
                  OBLIGOR OR THE MORTGAGOR ONLY AFTER THE MORTGAGE LOAN HAS BEEN
                  PAID IN FULL, IF ANY SUCH RELEASE IS PERMITTED, (III) PROHIBIT
                ANY SUBORDINATE LIENS AGAINST THE DEFEASANCE COLLATERAL, AND
        (IV) PROVIDE FOR PAYMENT FROM SOURCES OTHER THAN THE
           DEFEASANCE COLLATERAL OR OTHER ASSETS OF THE DEFEASANCE
      OBLIGOR OF ALL FEES AND EXPENSES OF THE SECURITIES
         INTERMEDIARY FOR ADMINISTERING THE DEFEASANCE AND THE
               SECURITIES ACCOUNT AND ALL FEES AND EXPENSES OF MAINTAINING
THE EXISTENCE OF THE DEFEASANCE OBLIGOR.    

         K.    THE ENTIRE PRINCIPAL BALANCE OF THE MORTGAGE LOAN AS OF THE
              DATE OF DEFEASANCE WAS $___________ [$5,000,000 OR LESS OR
             LESS THAN ONE PERCENT OF POOL BALANCE, WHICHEVER IS LESS]
                 WHICH IS LESS THAN 1% OF THE AGGREGATE CERTIFICATE BALANCE OF
             THE CERTIFICATES AS OF THE DATE OF THE MOST RECENT PAYING
                AGENT'S MONTHLY CERTIFICATEHOLDER REPORT RECEIVED BY US (THE
"CURRENT REPORT").                          

          L.    THE DEFEASANCE DESCRIBED HEREIN, TOGETHER WITH ALL PRIOR AND
                SIMULTANEOUS DEFEASANCES OF MORTGAGE LOANS, BRINGS THE TOTAL
         OF ALL FULLY AND PARTIALLY DEFEASED MORTGAGE LOANS TO
         $__________________, WHICH IS _____% OF THE AGGREGATE
                 CERTIFICATE BALANCE OF THE CERTIFICATES AS OF THE DATE OF THE
CURRENT REPORT.                             

  4.    CERTIFY THAT, IN ADDITION TO THE FOREGOING, SERVICER HAS IMPOSED
    SUCH ADDITIONAL CONDITIONS TO THE DEFEASANCE, SUBJECT TO THE
  LIMITATIONS IMPOSED BY THE MORTGAGE LOAN DOCUMENTS, AS ARE
CONSISTENT WITH THE SERVICING STANDARD.                 

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     5.    CERTIFY THAT EXHIBIT B HERETO IS A LIST OF THE MATERIAL AGREEMENTS,
         INSTRUMENTS, ORGANIZATIONAL DOCUMENTS FOR THE DEFEASANCE OBLIGOR,
        AND OPINIONS OF COUNSEL AND INDEPENDENT ACCOUNTANTS EXECUTED AND
            DELIVERED IN CONNECTION WITH THE DEFEASANCE DESCRIBED ABOVE AND THAT
        ORIGINALS OR COPIES OF SUCH AGREEMENTS, INSTRUMENTS AND OPINIONS
         HAVE BEEN TRANSMITTED TO THE TRUSTEE FOR PLACEMENT IN THE RELATED
      MORTGAGE FILE OR, TO THE EXTENT NOT REQUIRED TO BE PART OF THE
            RELATED MORTGAGE FILE, ARE IN THE POSSESSION OF THE SERVICER AS PART
OF THE SERVICER'S MORTGAGE FILE.                        

6.    CERTIFY AND CONFIRM THAT THE DETERMINATIONS AND CERTIFICATIONS
      DESCRIBED ABOVE WERE RENDERED IN ACCORDANCE WITH THE SERVICING
            STANDARD SET FORTH IN, AND THE OTHER APPLICABLE TERMS AND CONDITIONS
OF, THE POOLING AND SERVICING AGREEMENT.                

      7.    CERTIFY THAT THE INDIVIDUAL UNDER WHOSE HAND THE SERVICER HAS CAUSED
     THIS NOTICE AND CERTIFICATION TO BE EXECUTED DID CONSTITUTE A
           SERVICING OFFICER AS OF THE DATE OF THE DEFEASANCE DESCRIBED ABOVE.

      8.    AGREE TO PROVIDE COPIES OF ALL ITEMS LISTED IN EXHIBIT B TO YOU UPON
REQUEST.                                                

     IN WITNESS WHEREOF, the Servicer has caused this Notice and Certification
to be executed as of the date captioned above.                                  

                                    SERVICER:___________________________________

                                    By:_________________________________________
   Name:
    Title:

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EXHIBIT AA

 Form of Primary Servicing Agreement
 (Wells Fargo)

            __________________________________

 PRIMARY SERVICING AGREEMENT

 DATED AS OF _________, ____

__________________________________

 [_______________________________________]

 AS MASTER SERVICER,

 WELLS FARGO BANK, NATIONAL ASSOCIATION,

AS PRIMARY SERVICER,

 TO BE ENTERED INTO IN CONNECTION WITH

THAT CERTAIN POOLING AND SERVICING AGREEMENT

 DATED AS OF APRIL 1, 2007

 BETWEEN

BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
 AS DEPOSITOR,

WELLS FARGO BANK, NATIONAL ASSOCIATION
 AS MASTER SERVICER,

 CENTERLINE SERVICING INC.
AS SPECIAL SERVICER,

 LASALLE BANK NATIONAL ASSOCIATION
AS TRUSTEE AND CUSTODIAN

 AND

WELLS FARGO BANK, NATIONAL ASSOCIATION
 AS PAYING AGENT, CERTIFICATE REGISTRAR AND AUTHENTICATING AGENT

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
 SERIES 2007-TOP26

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                                                                            Page

ARTICLE I.     DEFINITIONS.....................................................1

ARTICLE II.    PRIMARY SERVICING...............................................8

SECTION 2.1.................................................PRIMARY SERVICING  8
SECTION 2.2.................................................STANDARD OF CARE  15
SECTION 2.3..........COMPENSATION AND OTHER PAYMENTS TO THE PRIMARY SERVICER  15
SECTION 2.4...................PRIMARY SERVICER REPRESENTATIONS AND WARRANTIES 16

ARTICLE III.   DOCUMENTS AND OTHER MATTERS....................................17

SECTION 3.1............................SEGREGATION OF MORTGAGE LOAN DOCUMENTS 17
SECTION 3.2.............ACCESS TO DOCUMENTS; PROVISION OF CERTAIN INFORMATION 17

ARTICLE IV.    MASTER SERVICER ASSISTANCE.....................................17

SECTION 4.1.......................................MASTER SERVICER ASSISTANCE  17
SECTION 4.2................................SPECIALLY SERVICED MORTGAGE LOANS  18

ARTICLE V.     ADDITIONAL PRIMARY SERVICER COVENANTS..........................18

SECTION 5.1.............................................NOTICE OF LITIGATION  18
SECTION 5.2.........................................NO PERSONAL SOLICITATION  18
SECTION 5.3..........FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY  19
SECTION 5.4..PRIMARY SERVICER'S FINANCIAL STATEMENTS AND RELATED INFORMATION  20
SECTION 5.5.....................................................NO ADVANCING  20
SECTION 5.6.................................................REMIC COMPLIANCE  20
SECTION 5.7................................................INSPECTION RIGHTS  20
SECTION 5.8...............................................AUTHORIZED OFFICER  20
SECTION 5.9...............................................ADDITIONAL REPORTS  21
SECTION 5.10.....................PREPAYMENT INTEREST SHORTFALLS AND EXCESSES  21
SECTION 5.11........................................................CONSENTS  22
SECTION 5.12.......QUARTERLY SERVICING ACCOUNTS RECONCILIATION CERTIFICATION  22
SECTION 5.13...............EXCHANGE ACT REPORTS; ANNUAL COMPLIANCE DOCUMENTS  22

ARTICLE VI.  PRIMARY SERVICER DEFAULT; TERMINATION; POST-TERMINATION            
               OBLIGATIONS....................................................23

SECTION 6.1.........................................PRIMARY SERVICER DEFAULT  23
SECTION 6.2......................................................TERMINATION  24
SECTION 6.3.....................................POST-TERMINATION OBLIGATIONS  25
SECTION 6.4...........................................ADDITIONAL TERMINATION  26

ARTICLE VII.   SUBCONTRACTORS.................................................26

ARTICLE VIII.  PRIMARY SERVICER TO HOLD PROPERTY FOR THE MASTER SERVICER......26

ARTICLE IX.    INDEMNIFICATION................................................27

SECTION 9.1.....................................PRIMARY SERVICER'S INDEMNITY  27

ARTICLE X.     MISCELLANEOUS..................................................27

SECTION 10.1....................................................SEVERABILITY  27
SECTION 10.2......................................RIGHTS CUMULATIVE; WAIVERS  28
SECTION 10.3........................................................HEADINGS  28
SECTION 10.4....................................................CONSTRUCTION  28
SECTION 10.5......................................................ASSIGNMENT  28
SECTION 10.6............................................PRIOR UNDERSTANDINGS  29

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                                                                            Page

SECTION 10.7............................................INTEGRATED AGREEMENT  30
SECTION 10.8....................................................COUNTERPARTS  30
SECTION 10.9..................................................GOVERNING LAWS  30
SECTION 10.10........................................................NOTICES  30
SECTION 10.11......................................................AMENDMENT  30
SECTION 10.12..........................................................OTHER  31
SECTION 10.13..........................................BENEFITS OF AGREEMENT  31

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   This PRIMARY SERVICING AGREEMENT, dated and effective as of
_________, ____, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (in the  
capacity of primary servicer, the "Primary Servicer") and                       
[_______________________________________], a _________________________, acting  
solely in its capacity as Master Servicer under the Pooling and Servicing       
Agreement (as defined below) (the "Master Servicer").                           

     WHEREAS, Bear Stearns Commercial Mortgage Securities Inc., as
depositor, Wells Fargo Bank, National Association, as master servicer,          
Centerline Servicing Inc., as special servicer, Wells Fargo Bank, National      
Association, as Paying Agent, Certificate Registrar and Authenticating Agent,   
and LaSalle Bank National Association, as Trustee and Custodian, have entered   
into a Pooling and Servicing Agreement, dated as of April 1, 2007, relating to  
the Commercial Mortgage Pass-Through Certificates, Series 2007-TOP26 (as        
amended, from time to time, the "Pooling and Servicing Agreement"), a copy of   
which is attached hereto as Exhibit A; and                                      

          WHEREAS, the Master Servicer desires that the Primary Servicer act
as Primary Servicer with respect to the mortgage loans listed on Schedule I     
hereto and provide, on behalf of the Master Servicer, the necessary servicing of
such mortgage loans performed in a manner consistent with the Servicing Standard
and in a manner consistent with this Agreement and the Pooling and Servicing    
Agreement from the Closing Date until this Agreement is terminated in accordance
herewith;                                                                       

       NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Primary Servicer and the Master Servicer hereby 
agree as follows:                                                               

II. 
 DEFINITIONS

     As used in this Agreement, the following terms shall have the
meanings set forth below. Capitalized terms used and not defined herein shall   
have the meanings ascribed to them in the Pooling and Servicing Agreement,      
provided, however, that terms whose meanings are ascribed in the Pooling and    
Servicing Agreement and by the provisions thereof pertain to one or more        
mortgage loans that are the subject of the Pooling and Servicing Agreement shall
be construed for purposes of this Agreement to pertain to the related Mortgage  
Loan(s) that are the subject of this Agreement.                                 

            "A/B Intercreditor Agreement": With respect to an A/B Mortgage Loan,
the related co-lender agreement, by and between the holder of the related       
Mortgage Loan and the holder of the related B Note, setting forth the relative  
rights of such holders, as the same may be further amended from time to time in 
accordance with the terms thereof.                                              

            "A/B Mortgage Loan": Any Mortgage Loan serviced under this Agreement
that is divided into a senior mortgage note and a subordinated mortgage note,   
which senior mortgage note is included in the Trust.                            

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  "ABS Issuing Entity": Each trust or entity that has issued
asset-backed securities that directly or indirectly evidence interests in or are
secured by a pledge of one or more mortgage loans serviced hereunder (regardless
of whether such mortgage loan constitutes a "Mortgage Loan" under the other     
provisions of this Agreement), it being understood that the TOP26 Trust         
constitutes an ABS Issuing Entity.                                              

           "Aggregate Servicing Fee": The Primary Servicing Fee and the Excess
Servicing Fee.                                                                  

           "Agreement": This Primary Servicing Agreement, as modified, amended
and supplemented from time to time, including all exhibits, schedules and       
addenda hereto.                                                                 

           "Annual Statement and Rent Roll Reporting": Copies of quarterly and
annual financial statements and rent rolls collected with respect to the        
Mortgaged Properties securing the Mortgage Loans and A/B Mortgage Loans, to be  
made available, within 30 days following receipt thereof by the Primary         
Servicer, to the Master Servicer (and, with respect to an A/B Mortgage Loan, the
holder of the B Note, if required by the applicable A/B Intercreditor           
Agreement), the Operating Adviser, and, to any of the following Persons upon    
written notification from Master Servicer of a request for such information and 
the identity and address of the requesting Person requesting: the Rating        
Agencies, the Special Servicer, or the Trustee.                                 

           "Applicable Depositor": The Depositor or the depositor with respect
to an ABS Issuing Entity other than the TOP26 Trust.                            

    "B Note": With respect to any A/B Mortgage Loan, the related
subordinated Mortgage Note not included in the Trust, which is subordinated in  
right of payment to the related A Note to the extent set forth in the related   
A/B Intercreditor Agreement. There are no B Notes relating to this Agreement.   

        "Category 1 Consent Aspect": A condition, term or provision of a
Category 1 Request that requires, or specifies a standard of, consent, or       
approval of the applicable mortgagee under the Loan Documents, but shall        
explicitly exclude any such conditions, terms or provisions enumerated in (a) an
escrow or reserve agreement for disbursements made from an escrow or reserve    
account or an extension of time to complete repairs, replacements or            
improvements in accordance with the terms and conditions set forth in Exhibit   
B-2(c); (b) an assignment and assumption request covered under Section          
A.1.(c)(ii) of Exhibit B-2(c) of this Agreement; (c) an additional lien,        
monetary encumbrance or mezzanine financing request covered under Section       
A.1.(c)(iii) of Exhibit B-2(c) of this Agreement; or (d) a defeasance request   
covered under Section A.1.(c)(i) of Exhibit B-2(c) of this Agreement.           

    "Category 1 Request": As defined in the Post Closing Matters
Description in Exhibit B-2.                                                     

    "Category 2 Request": As defined in the Post Closing Matters
Description in Exhibit B-2.                                                     

    "Category 3 Request": As defined in the Post Closing Matters
Description in Exhibit B-2.                                                     

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         "CMSA Comparative Financial Status Report": A report which is one
element of the supplemental reports of the CMSA Investor Reporting Package and  
the form of which is attached to the Pooling and Servicing Agreement as Exhibit 
W.                                                                              

           "CMSA Delinquent Loan Status Report": A report which is one element
of the supplemental reports of the CMSA Investor Reporting Package and the form 
of which is attached to the Pooling and Servicing Agreement as Exhibit X.       

        "CMSA Financial File": A report which is one element of the CMSA
Investor Reporting Package and the form of which is attached to the Pooling and 
Servicing Agreement as Exhibit W.                                               

           "CMSA Historical Liquidation Report": A report which is one element
of the supplemental reports of the CMSA Investor Reporting Package and the form 
of which is attached to the Pooling and Servicing Agreement as Exhibit X.       

         "CMSA Historical Loan Modification Report": A report which is one
element of the supplemental reports of the CMSA Investor Reporting Package and  
the form of which is attached to the Pooling and Servicing Agreement as Exhibit 
X.                                                                              

  "CMSA Investor Reporting Package": The Commercial Mortgage
Securities Association Investor Reporting Package, certain forms of which are   
attached to the Pooling and Servicing Agreement as Exhibits W and X and elements
of which shall be produced as provided in Section 2.1(c) and the Task           
Description.                                                                    

           "CMSA Loan Level Reserve/LOC Report": A report which is one element
of the supplemental reports of the CMSA Investor Reporting Package and the form 
of which is attached to the Pooling and Servicing Agreement as Exhibit X.       

          "CMSA Loan Periodic Update File": A report which is one element of
the CMSA Investor Reporting Package and the form of which is attached to the    
Pooling and Servicing Agreement as Exhibit X.                                   

         "CMSA Loan Setup File": A report which is one element of the CMSA
Investor Reporting Package and the form of which is attached to the Pooling and 
Servicing Agreement as Exhibit X.                                               

       "CMSA Property File": A report which is one element of the CMSA
Investor Reporting Package and the form of which is attached to the Pooling and 
Servicing Agreement as Exhibit W.                                               

         "CMSA Quarterly Financial File": A report which is one element of
the CMSA Investor Reporting Package and the form of which is substantially      
similar to the form attached to the Pooling and Servicing Agreement as Exhibit  
W.                                                                              

      "CMSA REO Status Report": A report which is one element of the
supplemental reports of the CMSA Investor Reporting Package and the form of     
which is attached to the Pooling and Servicing Agreement as Exhibit X.          

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        "CMSA Servicer Watch List": A report which is one element of the
supplemental reports of the CMSA Investor Reporting Package and the form of     
which is attached to the Pooling and Servicing Agreement as Exhibit W the       
contents of which are set forth in Section 8.11(h) of the Pooling and Servicing 
Agreement.                                                                      

    "Day One Report": With respect to each Mortgage Loan and A/B
Mortgage Loan, a statement in the form of Exhibit B-1(f) setting forth the      
scheduled payments of interest and principal and the amount of any unanticipated
prepayments of which the Primary Servicer has received notice, indicating the   
Mortgage Loan or A/B Mortgage Loan and on account of what type of payment such  
amount is to be applied on behalf of the related Mortgagor.                     

            "Deemed Category 1 Request": With respect to an A/B Mortgage Loan, a
Category 2 Request shall, for purposes of this Agreement, be deemed to be a     
Category 1 Request and shall be processed, as such, by the Primary Servicer.    

           "Distribution Date": With respect to the TOP26 Trust, as defined in
the Pooling and Servicing Agreement. With respect to any other ABS Issuing      
Entity (as the context requires), the monthly date on which distributions are   
made on the related certificates under the related pooling and servicing        
agreement.                                                                      

        "Escrow Status Report": A brief statement to be delivered to the
Persons designated in Section 5.1(g) of the Pooling and Servicing Agreement and 
with respect to an A/B Mortgage Loan, the holder of the B Note, if required by  
the applicable A/B Intercreditor Agreement, within twenty (20) days following   
the first anniversary of the Closing Date, for each of the Mortgage Loans       
included on Schedule VII of the Pooling and Servicing Agreement (and related B  
Notes), about the status of the work or project based upon the most recent      
information provided by the applicable Mortgagor.                               

            "Excess Servicing Fee": For each calendar month, as to each Mortgage
Loan, the portion of the related Excess Servicing Fee Rate applicable to such   
month (determined in the same manner as the applicable Mortgage Rate determined 
for such Mortgage Loan for such month) multiplied by the Scheduled Principal    
Balance of such Mortgage Loan immediately before the Due Date occurring in such 
month, but prorated for the number of days during the calendar month for such   
Mortgage Loan for which interest actually accrues on such Mortgage Loan and only
from collections on such Mortgage Loan.                                         

            "Excess Servicing Fee Rate": The rate of 0.0% per annum with respect
to each Mortgage Loan.                                                          

     "Lease": A lease, proposed lease, or amendment, modification,
restatement, extension or termination of a lease, in each case of space and any 
other ancillary and associated rights in a building or on the real estate       
constituting all or a portion of a Mortgaged Property.                          

            "Loan Documents": As defined in the Post Closing Matters Description
in Exhibit B-2.                                                                 

        "Master Servicer": As defined in the preamble to this Agreement.

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      "Master Servicer Servicing Documents": A copy of the documents
contained in the Mortgage File for the Mortgage Loans and any A/B Mortgage      
Loans.                                                                          

          "Materiality Determination": With respect to a Category 1 Request,
the determination by Primary Servicer, exercised in good faith using the        
"Servicing Standard" set forth in the Pooling and Servicing Agreement, whether a
Category 1 Consent Aspect is material and should be referred to the Special     
Servicer for consent in accordance with this Agreement and the Pooling and      
Servicing Agreement.                                                            

       "Mortgage Loan": A Mortgage Note secured by a Mortgage, and all
amendments and modifications thereof, identified on the schedule attached to    
this Agreement as Schedule I, as amended from time to time, and conveyed,       
transferred, sold, assigned to or deposited with the Trustee pursuant to Section
2.1 or Section 2.3 of the Pooling and Servicing Agreement, and Mortgage Loan    
shall also include any Defeasance Loan.                                         

            "Non-Mandatory Prepayment Date Mortgage Loan": As defined in Section
5.10(a) hereof.                                                                 

       "Officer's Certificate": In the case of the Primary Servicer, a
certificate signed by one or more of the Chairman of the Board, any Vice        
Chairman, the President, or any Executive Vice President, Senior Vice President,
Vice President or Assistant Vice President or an employee designated as a       
Servicing Officer pursuant to this Agreement.                                   

            "Operating Statement Analysis": A report which is one element of the
MBA/CMSA Methodology for Analyzing and Reporting Property Income Statements,    
which is part of the CMSA Investor Reporting Package and the form of which is   
attached to the Pooling and Servicing Agreement as Exhibit W.                   

    "Payment and Collection Description": The description of the
obligations of the Primary Servicer with respect to collection and remittance of
payments on the Mortgage Loans and the A/B Mortgage Loans, as more particularly 
described in Section 2.1(c) hereof.                                             

     "Payment and Mortgage Loan Status Reports": The reports to be
submitted by Primary Servicer to the Master Servicer with respect to reporting  
about collection and remittance of payments, delinquencies, status of real      
estate taxes, status of insurance and status of UCC financing statements for the
Mortgage Loans and with respect to an A/B Mortgage Loan, the holder of the B    
Note, if required by the applicable A/B Intercreditor Agreement, as more        
particularly described and in the forms attached hereto as Exhibit B-1.         

           "POA Notice": As defined in the Post Closing Matters Description in
Exhibit B-2.                                                                    

        "Pooling and Servicing Agreement": As defined in the preamble to
this Agreement.                                                                 

           "Post Closing Matters Description": The description of the relative
obligations of the Primary Servicer and Master Servicer with respect to requests
from Mortgagors on Mortgage Loans and A/B Mortgage Loans that have not become   
Defaulted Mortgage Loans, a                                                     

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Specially Serviced Mortgage Loan or one on which a Servicing Transfer Event has 
occurred, which obligations are more particularly described and set forth on    
Exhibit B-2.                                                                    

      "Post Closing Request": As defined in the Post Closing Matters
Description in Exhibit B-2.                                                     

            "Primary Servicer Collection Account": An account, which shall be an
Eligible Account, established by Primary Servicer for the purposes set forth in 
this Agreement, the income and earnings on which shall inure entirely to the    
benefit of Primary Servicer. The Primary Servicer Collection Account shall be   
established in the name of "Wells Fargo Bank, National Association, as Primary  
Servicer for _______________________________________, as Master Servicer for    
LaSalle Bank National Association, as Trustee and Custodian for the Holders of  
Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage           
Pass-Through Certificates, Series 2007-TOP26."                                  

     "Primary Servicer Default": As defined in Section 6.1 hereof.

            "Primary Servicer Errors and Omissions Insurance Policy": As defined
in Section 5.3(a) hereof.                                                       

      "Primary Servicer Fidelity Bond": As defined in Section 5.3(a)
hereof.                                                                         

     "Primary Servicer Form 8-K Information Report": As defined in
Section 5.13(c)(i) hereof.                                                      

      "Primary Servicer Form 10-D Information Report": As defined in
Section 5.13(c)(ii) hereof.                                                     

      "Primary Servicer Form 10-K Information Report": As defined in
Section 5.13(c)(iii) hereof.                                                    

           "Primary Servicer Servicing Documents": (a) a copy of the documents
contained in the Mortgage File for the Mortgage Loans and A/B Mortgage Loans and
(b) all other servicing documents and records in possession of Primary Servicer 
that relate to or are used for the servicing of the Mortgage Loans and A/B      
Mortgage Loans and that are not required to be part of the applicable Mortgage  
File.                                                                           

    "Primary Servicing Fee": For each calendar month, as to each
Mortgage Loan and each B Note, the portion of the Primary Servicing Fee Rate    
applicable to such month (determined in the same manner as the applicable       
Mortgage Rate is determined for such Mortgage Loan for such month) multiplied by
the Scheduled Principal Balance of such Mortgage Loan (or the Principal Balance 
in the case of each B Note) immediately before the Due Date occurring in such   
month, but prorated for the number of days during the calendar month for such   
Mortgage Loan for which interest actually accrues on such Mortgage Loan and only
from collections on such Mortgage Loan.                                         

            "Primary Servicing Fee Rate": A rate of 0.01% per annum with respect
to each Mortgage Loan.                                                          

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           "Primary Servicing Officer": Any officer or employee of the Primary
Servicer involved in, or responsible for, the administration and servicing of   
the Mortgage Loans and A/B Mortgage Loans whose name and specimen signature     
appear on a list of servicing officers or employees furnished to the Master     
Servicer by the Primary Servicer and signed by an officer of the Primary        
Servicer, as such list may from time to time be amended.                        

       "Primary Servicing Termination Date": As defined in Section 6.2
hereof.                                                                         

 "Property Inspection Description": The description of the
obligations of the Primary Servicer with respect to inspection of the Mortgaged 
Properties for each of the Mortgage Loans and the A/B Mortgage Loans as more    
particularly described in Section 2.1(d) hereof and Exhibit B-3.                

       "Reconciliation Certification Date": As defined in Section 5.12
hereof.                                                                         

          "Regulations": The rules, regulations and policy statements of the
SEC as in effect from time to time.                                             

   "Requirements List": As defined in the Post Closing Matters
Description in Exhibit B-2.                                                     

"SEC": The Securities and Exchange Commission.          

           "Services": Those activities to be provided by the Primary Servicer
for the Servicing of the Mortgage Loans and the A/B Mortgage Loans pursuant to  
the provisions of this Agreement.                                               

           "Servicing": With respect to any Mortgage Loan and any A/B Mortgage
Loan, the right and obligation of the Primary Servicer to administer such       
Mortgage Loan and any A/B Mortgage Loan in accordance with the provisions       
hereof.                                                                         

          "Servicing Documents": The Master Servicer Servicing Documents and
Primary Servicer Servicing Documents.                                           

       "Servicing Standard": With respect to the Primary Servicer, the
Primary Servicer shall service and administer the Mortgage Loans and the A/B    
Mortgage Loans that it is obligated to service and administer pursuant to this  
Agreement on behalf of the Master Servicer and in the best interests of and for 
the benefit of the Certificateholders and, with respect to each B Note, the     
holder(s) of each such B Note (as determined by the Primary Servicer in its good
faith and reasonable judgment), in accordance with applicable law, the terms of 
this Agreement and the terms of the respective Mortgage Loans and A/B Mortgage  
Loans and, to the extent consistent with the foregoing, further as follows:     

          (a) with the same care, skill and diligence as is normal and usual
in its general mortgage servicing and REO property management activities on     
behalf of third parties or on behalf of itself, whichever is higher, with       
respect to mortgage loans and REO properties that are comparable to those for   
which it is responsible hereunder; and                                          

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          (b) with a view to the timely collection of all scheduled payments
of principal and interest under the Mortgage Loans and A/B Mortgage Loans;      

and without regard to: (I) any other relationship that the Primary Servicer, or 
any Affiliate thereof, may have with the related Mortgagor; (II) the ownership  
of any Certificate or B Note by the Primary Servicer, or any Affiliate thereof; 
(III) the Master Servicer's obligation to make Advances; and (IV) the right of  
the Primary Servicer (or any Affiliate thereof) to receive reimbursement of     
costs, or the sufficiency of any compensation payable to it, hereunder or with  
respect to any particular transaction; provided, however, that in no event shall
the foregoing standards be less than the applicable provisions of the Servicing 
Standard set forth in the Pooling and Servicing Agreement and with respect to an
A/B Mortgage Loan, the servicing standards set forth in the related A/B         
Intercreditor Agreement.                                                        

         "Significant Leases": A Lease at a Mortgaged Property covering or
proposed to cover more than the greater of either (a) 20,000 net rentable square
feet or (b) twenty percent (20%) of the net rentable square footage of the      
Mortgaged Property.                                                             

            "Significant Obligor": A "significant obligor" within the meaning of
Item 1101(k) of Regulation AB.                                                  

         "SNDA": A Subordination, Non-Disturbance and Attornment Agreement
with respect to a Lease on a form customarily used by Primary Servicer with     
respect to Mortgaged Properties of similar type and consistent with the         
Servicing Standard.                                                             

      "Special Servicer": Centerline Servicing Inc. or any successor
thereto as special servicer under the Pooling and Servicing Agreement.          

       "Successor Primary Servicer": The Person selected by the Master
Servicer upon the termination of the Primary Servicer resulting from any Primary
Servicer Default, if any, who shall thereafter perform the Services with respect
to the Mortgage Loans and the A/B Mortgage Loans; provided, that the Master     
Servicer shall perform all Services with respect to the Mortgage Loans and the  
A/B Mortgage Loans until such Person, if any, is selected.                      

         "Task Description": The outline description of the obligations of
the Primary Servicer and Master Servicer with respect to the Mortgage Loans and 
the A/B Mortgage Loans as set forth in Exhibit B-4 attached to this Agreement.  

            "TOP26 Trust": The trust established under the Pooling and Servicing
Agreement.                                                                      

     "Trustee": LaSalle Bank National Association or any successor
thereto as trustee under the Pooling and Servicing Agreement                    

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III.
 PRIMARY SERVICING

    A. PRIMARY SERVICING From the Closing Date until the Primary
Servicing Termination Date, Master Servicer hereby authorizes and directs       
Primary Servicer to service each Mortgage Loan and each A/B Mortgage Loan as    
primary servicer on behalf of and at the direction of the Master Servicer as    
provided in this Agreement. The Services shall consist of the following:        

        A. PRIMARY SERVICER SHALL PERFORM ALL TASKS AND RESPONSIBILITIES
   NECESSARY TO MEET THE REQUIREMENTS UNDER THE TASK DESCRIPTION, THE POST
   CLOSING MATTERS DESCRIPTION, THE PAYMENT AND COLLECTION DESCRIPTION AND
    THE PAYMENT AND MORTGAGE LOAN STATUS REPORTS, IN EACH CASE IN ACCORDANCE
  WITH THE TERMS OF THIS AGREEMENT AND, WITH RESPECT TO EACH B NOTE, THE
 TERMS OF THE RELATED A/B INTERCREDITOR AGREEMENT, AND IN A MANNER NOT
   INCONSISTENT WITH THE POOLING AND SERVICING AGREEMENT. PRIMARY SERVICER
     SHALL ALSO PERFORM THE OBLIGATIONS TO WHICH IT HAS EXPRESSLY AGREED UNDER
     THE POOLING AND SERVICING AGREEMENT AND THE MASTER SERVICER'S OBLIGATIONS
    SET FORTH IN SECTIONS 2.1(C), 2.1(D), THAT PORTION OF 5.1(G) RELATING TO
     THE ESCROW STATUS REPORT, 8.11(I), IF APPLICABLE, AND 8.14 OF THE POOLING
AND SERVICING AGREEMENT RELATING TO ANNUAL STATEMENT AND RENT ROLL  
    REPORTING WITH RESPECT TO THE MORTGAGE LOANS AND THE A/B MORTGAGE LOANS.

          B. MASTER SERVICER AND PRIMARY SERVICER AGREE AND ACKNOWLEDGE THAT
   THE TASK DESCRIPTION IS A CHART THAT ENUMERATES A LIST OF TASKS AND THE
     GENERAL ALLOCATION OF RESPONSIBILITY OF SERVICING OBLIGATIONS BETWEEN THE
 MASTER SERVICER AND THE PRIMARY SERVICER FOR SUCH TASKS, AND THE POST
    CLOSING MATTERS DESCRIPTION SETS FORTH A SPECIFIC METHOD FOR CLASSIFYING
  POST CLOSING REQUESTS OF A MORTGAGOR AND ALLOCATING RESPONSIBILITY FOR
      HANDLING SUCH REQUESTS BASED UPON SUCH CLASSIFICATION. MASTER SERVICER AND
    PRIMARY SERVICER HAVE MADE EFFORTS TO RECONCILE THE TASK DESCRIPTION AND
POST CLOSING MATTERS DESCRIPTION.                                   

         C. WITHOUT LIMITING THE FOREGOING, PRIMARY SERVICER SHALL COLLECT
  AND REMIT PAYMENTS ON THE MORTGAGE LOANS AND THE A/B MORTGAGE LOANS IN
    ACCORDANCE WITH THE PAYMENT AND COLLECTION DESCRIPTION. FOR THE PURPOSES
OF THIS AGREEMENT, THE "PAYMENT AND COLLECTION DESCRIPTION" SHALL   
ENCOMPASS ALL OF THE FOLLOWING RESPONSIBILITIES AND                 

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     OBLIGATIONS SET FORTH IN THE FOLLOWING SUBSECTIONS (I) THROUGH (VIII) AND
SUBSECTION (XII):                                                   

             (1) ON OR PRIOR TO THE CLOSING DATE, THE PRIMARY SERVICER
           SHALL ESTABLISH A PRIMARY SERVICER COLLECTION ACCOUNT, AND GIVE THE
           MASTER SERVICER PRIOR WRITTEN NOTICE OF THE NAME AND ADDRESS OF THE
        DEPOSITORY INSTITUTION AT WHICH SUCH PRIMARY SERVICER COLLECTION
            ACCOUNT IS MAINTAINED AND THE ACCOUNT NUMBER OF THE PRIMARY SERVICER
         COLLECTION ACCOUNT. PRIMARY SERVICER MAY DIRECT THE INVESTMENT OF
           FUNDS ON DEPOSIT IN THE PRIMARY SERVICER COLLECTION ACCOUNT SUBJECT
            TO AND IN ACCORDANCE WITH THE CRITERIA AND REQUIREMENTS SET FORTH IN
       THE APPLICABLE A/B INTERCREDITOR AGREEMENT, AS THEY RELATE TO A
          PARTICULAR B NOTE AND THOSE SET FORTH IN THE POOLING AND SERVICING
           AGREEMENT RELATING TO THE COLLECTION ACCOUNT ESTABLISHED THEREUNDER
          (CONSTRUED AS IF THE PRIMARY SERVICER COLLECTION ACCOUNT WERE SUCH
            COLLECTION ACCOUNT), INCLUDING WITHOUT LIMITATION THE OBLIGATION, IF
      ANY, TO DEPOSIT INTO SUCH ACCOUNT THE AMOUNT OF ANY INVESTMENT
            LOSSES TO THE EXTENT REQUIRED IN THE POOLING AND SERVICING AGREEMENT
      AND, WITH RESPECT TO EACH B NOTE, THE TERMS OF THE RELATED A/B
INTERCREDITOR AGREEMENT.                                

               (2) THE PRIMARY SERVICER SHALL MAKE EFFORTS CONSISTENT WITH
           THE SERVICING STANDARD TO COLLECT ALL MONTHLY PAYMENTS OF PRINCIPAL
         (INCLUDING WITHOUT LIMITATION BALLOON PAYMENTS) AND INTEREST WITH
            RESPECT TO THE MORTGAGE LOANS AND THE A/B MORTGAGE LOANS (EXCEPT FOR
     PAYMENTS DUE ON OR PRIOR TO THE CUT-OFF DATE), AS WELL AS ANY
          REQUIRED PRINCIPAL PREPAYMENTS, PREPAYMENT PREMIUMS, LATE CHARGES,
       INSURANCE PROCEEDS, CONDEMNATION PROCEEDS AND ANY AND ALL OTHER
           AMOUNTS DUE FROM THE MORTGAGOR OR A THIRD PARTY WITH RESPECT TO THE
         MORTGAGE LOANS PURSUANT TO THE LOAN DOCUMENTS; PROVIDED, HOWEVER,
           THAT WITH RESPECT TO ANY PAYMENTS THAT ARE REQUIRED UNDER THE TERMS
        OF THE APPLICABLE LOAN DOCUMENTS TO BE MADE DIRECTLY TO A PERSON
       OTHER THAN THE HOLDER OF THE RELATED MORTGAGE LOAN, THE PRIMARY
            SERVICER SHALL USE EFFORTS CONSISTENT WITH THE SERVICING STANDARD TO
CAUSE SUCH PAYMENTS TO BE MADE.                         

            (3) THE PRIMARY SERVICER SHALL DEPOSIT ALL SUCH PAYMENTS
         RECEIVED WITH RESPECT TO EACH A/B MORTGAGE LOAN AND EACH MORTGAGE
    LOAN (LESS ANY RELATED AGGREGATE SERVICING FEE AND ANY OTHER
PAYMENTS DUE TO                                         

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           PRIMARY SERVICER UNDER THIS AGREEMENT WITH RESPECT TO SUCH MORTGAGE
           LOAN) INTO THE PRIMARY SERVICER COLLECTION ACCOUNT ON OR BEFORE THE
            NEXT BUSINESS DAY AFTER RECEIVING EACH SUCH PAYMENT. WITH RESPECT TO
        FUNDS DEPOSITED INTO THE PRIMARY SERVICER COLLECTION ACCOUNT FOR
          EACH A/B MORTGAGE LOAN, ON OR BEFORE THE END OF THE THIRD BUSINESS
      DAY AFTER THE PRIMARY SERVICER RECEIVES SUCH FUNDS THE PRIMARY
          SERVICER SHALL DETERMINE, IN ACCORDANCE WITH THE PROVISIONS OF THE
           APPLICABLE A/B INTERCREDITOR AGREEMENT, THE AMOUNT (IF ANY) OF SUCH
           FUNDS REQUIRED TO BE PAID TO THE HOLDER OF THE RELATED B NOTE (LESS
            ANY PRIMARY SERVICING FEE OR OTHER FEE, IF ANY, AGREED TO BE PAID BY
         THE HOLDER OF SUCH B NOTE TO THE PRIMARY SERVICER PURSUANT TO THE
         APPLICABLE A/B INTERCREDITOR AGREEMENT OR OTHER AGREEMENT BETWEEN
            THE PRIMARY SERVICER AND SUCH B NOTE HOLDER, TOGETHER WITH ANY OTHER
         PAYMENTS RELATED TO SUCH B NOTE, WHICH ARE PAYABLE TO THE PRIMARY
            SERVICER). SUCH AMOUNTS SHALL BE PAID TO EACH HOLDER OF A B NOTE, AT
          THE TIMES AND IN THE MANNER REQUIRED PURSUANT TO THE PROVISIONS OF
THE APPLICABLE A/B INTERCREDITOR AGREEMENT.             

                (4) SUBJECT TO THE PREVIOUS SUBSECTION, AND AFTER MAKING THE
            DETERMINATION OF THE AMOUNT REQUIRED TO BE PAID TO THE HOLDER OF THE
            B NOTE, THE PRIMARY SERVICER SHALL REMIT TO THE MASTER SERVICER FROM
    THE PRIMARY SERVICER COLLECTION ACCOUNT, BY WIRE TRANSFER OF
          IMMEDIATELY AVAILABLE FUNDS, ALL FUNDS IN SUCH ACCOUNT (OTHER THAN
          INCOME AND EARNINGS ON SUCH ACCOUNT), AND SHALL NOT WITHDRAW FUNDS
            THEREFROM FOR ANY OTHER PURPOSE, EXCEPT TO WITHDRAW AMOUNTS REQUIRED
    TO BE PAID TO THE HOLDER OF THE B NOTE AND ANY OTHER AMOUNTS
      DEPOSITED THEREIN BY ERROR, AS FOLLOWS: (1) IN THE CASE OF ANY
        PAYMENTS RECEIVED AND COLLECTED DURING A COLLECTION PERIOD ON OR
         BEFORE THE DETERMINATION DATE FOR SUCH COLLECTION PERIOD, PRIMARY
          SERVICER SHALL REMIT SUCH PAYMENTS ON SUCH DETERMINATION DATE; AND
         (2) IN THE CASE OF ANY PAYMENTS RECEIVED AND COLLECTED BY PRIMARY
         SERVICER AFTER THE DETERMINATION DATE FOR SUCH COLLECTION PERIOD,
            PRIMARY SERVICER SHALL REMIT ALL SUCH PAYMENTS ON THE FIRST BUSINESS
           DAY FOLLOWING RECEIPT OF THE AMOUNT OF ANY SUCH PAYMENTS; PROVIDED,
          HOWEVER, THAT NOTWITHSTANDING ANY CONTRARY PROVISION OF CLAUSE (1)
  OR CLAUSE (2) ALL OF THE FOLLOWING PROVISIONS SHALL APPLY:

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            (A) IN THE CASE OF ANY PAYMENT RECEIVED ON A
                DETERMINATION DATE FOR A COLLECTION PERIOD, PRIMARY SERVICER
              SHALL (I) PROVIDE MASTER SERVICER WITH IMMEDIATE NOTICE OF
                 PRIMARY SERVICER'S RECEIPT OF SUCH PAYMENT AND (II) SHALL USE
               ITS REASONABLE BEST EFFORTS TO REMIT SUCH PAYMENT TO MASTER
                SERVICER ON THE DATE OF RECEIPT AND IN ANY EVENT SHALL REMIT
           SUCH PAYMENT TO MASTER SERVICER WITHIN ONE BUSINESS DAY
              FOLLOWING RECEIPT (AND PRIMARY SERVICER SHALL IN ANY EVENT
            PROVIDE MASTER SERVICER WITH IMMEDIATE NOTICE OF PRIMARY
                  SERVICER BECOMING AWARE THAT ANY PRINCIPAL PREPAYMENT IS TO BE
MADE ON A DETERMINATION DATE);              

                        (B) ANY SCHEDULED PAYMENT DUE DURING A COLLECTION PERIOD
                 BUT RECEIVED AFTER THE END OF SUCH COLLECTION PERIOD SHALL BE
                  REMITTED BY PRIMARY SERVICER WITHIN ONE BUSINESS DAY FOLLOWING
         PRIMARY SERVICER'S RECEIPT OF SUCH SCHEDULED PAYMENT;

                  (C) PRIMARY SERVICER SHALL USE ITS REASONABLE BEST
                  EFFORTS TO REMIT TO MASTER SERVICER ON THE DATE OF RECEIPT OF,
              AND IN ANY EVENT SHALL REMIT TO MASTER SERVICER WITHIN ONE
                  BUSINESS DAY FOLLOWING RECEIPT OF, ANY UNSCHEDULED PAYMENTS OR
               BALLOON PAYMENTS THAT WOULD RESULT IN A PREPAYMENT INTEREST
SHORTFALL; AND                              

                       (D) ANY SCHEDULED PAYMENT RECEIVED AND COLLECTED DURING
                  A COLLECTION PERIOD, BUT DUE ON A DUE DATE OCCURRING AFTER THE
           END OF SUCH COLLECTION PERIOD, SHALL BE REMITTED ON THE
                  DETERMINATION DATE FOR THE COLLECTION PERIOD IN WHICH SUCH DUE
DATE OCCURS.                                

              (5) IN THE EVENT ANY PAYMENTS RECEIVED BY PRIMARY SERVICER
           BECOMES NSF AFTER THE MONIES ASSOCIATED WITH THAT PAYMENT HAVE BEEN
        REMITTED TO THE MASTER SERVICER, THE MASTER SERVICER WILL RETURN
       SUCH MONEYS TO PRIMARY SERVICER BY WIRE TRANSFER IN IMMEDIATELY
          AVAILABLE FUNDS WITHIN ONE BUSINESS DAY OF NOTICE FROM THE PRIMARY
      SERVICER. IF THE PRIMARY SERVICER FAILS TO REMIT TO THE MASTER
           SERVICER WHEN DUE THE TOTAL POOL REMITTANCE REQUIRED TO BE REMITTED
       UNDER THIS AGREEMENT (WHETHER OR NOT SUCH FAILURE CONSTITUTES A
           PRIMARY SERVICER DEFAULT), THEN INTEREST SHALL ACCRUE ON THE AMOUNT
   OF THE TOTAL POOL REMITTANCE AND THE PRIMARY SERVICER SHALL

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         PROMPTLY PAY SUCH INTEREST TO THE MASTER SERVICER, AT A PER ANNUM
            RATE EQUAL TO THE ADVANCE RATE FROM AND INCLUDING THE DATE WHEN SUCH
        REMITTANCE WAS REQUIRED TO BE MADE TO BUT EXCLUDING THE DAY WHEN
          SUCH REMITTANCE IS ACTUALLY MADE. IF THE PRIMARY SERVICER FAILS TO
        REMIT A SINGLE LOAN REMITTANCE MORE THAN FIVE (5) DAYS AFTER THE
         SINGLE LOAN REMITTANCE WAS RECEIVED BY THE PRIMARY SERVICER, THEN
          INTEREST SHALL ACCRUE ON THE AMOUNT OF SUCH SINGLE LOAN REMITTANCE
        AND THE PRIMARY SERVICER SHALL PROMPTLY PAY SUCH INTEREST TO THE
           MASTER SERVICER, AT A PER ANNUM RATE EQUAL TO THE ADVANCE RATE FROM
           AND INCLUDING THE DATE WHEN SUCH REMITTANCE WAS REQUIRED TO BE MADE
        TO BUT EXCLUDING THE DATE WHEN SUCH REMITTANCE IS ACTUALLY MADE.

               (6) WITH RESPECT TO ESCROW OR RESERVE PAYMENTS AS LISTED ON
          THE TASK DESCRIPTION, THE PRIMARY SERVICER SHALL COLLECT ESCROW OR
           RESERVE AMOUNTS WITH RESPECT TO THE MORTGAGE LOANS AND A/B MORTGAGE
       LOANS, AND SHALL DEPOSIT SUCH FUNDS IN AN ESCROW ACCOUNT, WHICH
      SHALL BE AN ELIGIBLE ACCOUNT, AND SHALL MAINTAIN, DISBURSE AND
            ACCOUNT FOR SUCH FUNDS AS PROVIDED IN THE TASK DESCRIPTION, FOR REAL
      ESTATE TAXES, INSURANCE AND RESERVES, AND ESCROWS FOR REPAIRS,
            REPLACEMENTS, PRINCIPAL AND INTEREST PAYMENTS AND LEASE PAYMENTS AND
            ANY OTHER MATTERS SPECIFIED IN ANY AGREEMENT IN WHICH FUNDS ARE HELD
        AT THE TIME, AND IN THE MANNER AND FOR THE PURPOSES AS OTHERWISE
            REQUIRED OR DELINEATED IN THE LOAN DOCUMENTS AND WITH RESPECT TO THE
      MASTER SERVICER UNDER THE POOLING AND SERVICING AGREEMENT. THE
           PRIMARY SERVICER MAY DIRECT THE INVESTMENT OF SUCH FUNDS SUBJECT TO
         AND IN ACCORDANCE WITH THE CRITERIA AND REQUIREMENTS SET FORTH IN
        THE POOLING AND SERVICING AGREEMENT RELATING TO ESCROW ACCOUNTS,
       INCLUDING WITHOUT LIMITATION THE OBLIGATION TO DEPOSIT INTO THE
        ESCROW ACCOUNT THE AMOUNT OF ANY INVESTMENT LOSSES TO THE EXTENT
         REQUIRED IN THE POOLING AND SERVICING AGREEMENT. PRIMARY SERVICER
       SHALL HAVE THE BENEFIT AND SHALL RETAIN ALL INTEREST AND INCOME
    EARNED ON THE ESCROW ACCOUNTS FOR THE MORTGAGE LOANS AND A/B
MORTGAGE LOANS THAT IS NOT PAID TO MORTGAGORS.          

               (7) PRIMARY SERVICER SHALL SUBMIT THE FOLLOWING PAYMENT AND
           MORTGAGE LOAN STATUS REPORTS, IN EACH CASE, IN THE FORM ATTACHED AS
            EXHIBIT B-1 AND AT THE TIME SPECIFIED IN THE SUCCEEDING SENTENCES OF
    THIS SUB-SECTION (VII): (1) A REMITTANCE REPORT FOR PAYMENTS
RECEIVED ON                                             

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            MORTGAGE LOANS AND A/B MORTGAGE LOANS; (2) A DELINQUENCY REPORT; (3)
    A REAL ESTATE TAX DELINQUENCY REPORT WHICH MAY BE BASED UPON
          INFORMATION PROVIDED BY PRIMARY SERVICER'S REAL ESTATE TAX SERVICE
  (IF ANY) IF ENGAGED IN ACCORDANCE WITH ARTICLE VII OF THIS
     AGREEMENT; (4) AN INSURANCE MONITORING REPORT; (5) A UCC FORM
       MONITORING REPORT; AND (6) THE DAY ONE REPORT. PRIMARY SERVICER
          SHALL SUBMIT THE PAYMENT AND MORTGAGE LOAN STATUS REPORT DESCRIBED
           BY CLAUSE (1) ABOVE BY ELECTRONIC MAIL ON EACH DAY THAT PAYMENTS OR
            FUNDS ARE REMITTED TO THE MASTER SERVICER PURSUANT TO SECTION 2.1(C)
        OF THIS AGREEMENT. PRIMARY SERVICER SHALL SUBMIT THE PAYMENT AND
    MORTGAGE LOAN STATUS REPORT DESCRIBED BY CLAUSE (2) ABOVE BY
           ELECTRONIC MAIL, MONTHLY NO LATER THAN THE TENTH (10TH) DAY OF EACH
       MONTH FOR THE PREVIOUS MONTH. PRIMARY SERVICER SHALL SUBMIT THE
          PAYMENT AND MORTGAGE LOAN STATUS REPORTS DESCRIBED BY CLAUSES (3),
     (4) AND (5) ABOVE BY ELECTRONIC MAIL, QUARTERLY NO LATER THAN
           JANUARY 15, APRIL 15, JULY 15 AND OCTOBER 15 FOR THE PREVIOUS ABOVE
            QUARTER. PRIMARY SERVICER SHALL SUBMIT THE PAYMENT AND MORTGAGE LOAN
       STATUS REPORT DESCRIBED BY CLAUSE (6) ABOVE BY ELECTRONIC MAIL,
            MONTHLY NO LATER THAN THE FIRST (1ST) DAY OF EACH MONTH IN WHICH THE
           APPLICABLE DISTRIBUTION DATE OCCURS FOR THE THEN CURRENT COLLECTION
        PERIOD. IF THE DAY ON WHICH ANY PAYMENT AND MORTGAGE LOAN STATUS
        REPORT IS OTHERWISE DUE AS DESCRIBED ABOVE DOES NOT CONSTITUTE A
      BUSINESS DAY, THEN SUCH REPORT SHALL BE DUE ON THE IMMEDIATELY
SUCCEEDING BUSINESS DAY.                                

            (8) MASTER SERVICER AND PRIMARY SERVICER HEREBY ALLOCATE
         RESPONSIBILITY FOR COMPLETING THE CMSA INVESTOR REPORTING PACKAGE
     FOR THE MORTGAGE LOANS AND THE A/B MORTGAGE LOANS AS FOLLOWS:

                 (A) MASTER SERVICER SHALL COMPLETE ALL FIELDS AND
               ASPECTS OF THE CMSA LOAN SETUP FILE THAT ARE AVAILABLE FROM
                THE FINAL PROSPECTUS SUPPLEMENT. UPON COMPLETING ALL OF SUCH
                  FIELDS, MASTER SERVICER SHALL FORWARD THE CMSA LOAN SETUP FILE
                FOR THE MORTGAGE LOANS AND THE A/B MORTGAGE LOANS TO PRIMARY
                  SERVICER WHO SHALL COMPLETE THE FIELDS AND ASPECTS OF THE CMSA
               LOAN SETUP FILE FOR THE MORTGAGE LOANS AND THE A/B MORTGAGE
          LOANS THAT ARE NOT AVAILABLE FROM THE FINAL PROSPECTUS
               SUPPLEMENT AND RETURN TO MASTER SERVICER THE COMPLETED CMSA
LOAN SETUP FILE FOR THE MORTGAGE            

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                  LOANS AND THE A/B MORTGAGE LOANS WITHIN FIVE (5) BUSINESS DAYS
                OF RECEIVING SUCH FILE FROM MASTER SERVICER. MASTER SERVICER
                SHALL DELIVER A CMSA LOAN SETUP FILE TO PRIMARY SERVICER (A)
                  FOR THE MORTGAGE LOANS AND THE A/B MORTGAGE LOANS ONLY; (B) IN
              ELECTRONIC FORM; (C) USING AN EXCEL FILE; AND (D) WITH ALL
                 FIELDS IN THE SAME ORDER AS THE CMSA LOAN SETUP FILE. PRIMARY
                 SERVICER AND MASTER SERVICER ACKNOWLEDGE THAT DELIVERY OF THE
               CMSA LOAN SETUP FILE IS TO COMMENCE WITH THE REPORT DATE IN
FEBRUARY 2007.                              

                  (B) COMMENCING IN THE APPLICABLE "MONTH OF INITIAL
               REPORT" SET FORTH OPPOSITE EACH REPORT DESCRIBED BELOW, THE
                PRIMARY SERVICER SHALL COMPLETE SUCH REPORT AT THE FREQUENCY
                SET FORTH OPPOSITE SUCH REPORT BELOW AND DELIVER SUCH REPORT
          TO THE MASTER SERVICER AT OR BEFORE THE TIME DESCRIBED
          OPPOSITE SUCH REPORT BELOW (AND WITH RESPECT TO AN A/B
                  MORTGAGE LOAN, DELIVER ANY ADDITIONAL REPORTS TO THE HOLDER OF
               THE RELATED B NOTE WHICH MAY BE REQUIRED TO BE DELIVERED TO
               THE HOLDER OF SUCH B NOTE, AT SUCH TIMES AS MAY BE REQUIRED
            PURSUANT TO THE APPLICABLE A/B INTERCREDITOR AGREEMENT):

                                                        [Enlarge/Download Table]

                          Month of                     Frequency       Time of Required                                      
Description of            Initial                      of              Delivery to the                                       
Report                    Report                       Report          Master Servicer                                       
                                                                                                                             
CMSA Property File        March 2007                   Monthly         10th Business Day for prior month but in no event     
                                                                       later than the Business Day prior to the Report Date  
                                                                       in such month.                                        

Operating Statement       June 2007 for year-end 2006  Annually        With respect to each calendar year, beginning in 2007 
Analysis Report, CMSA                                                  for year-end 2006, the earlier of (i) 30 days after   
Financial File and NOI                                                 receipt of the underlying operating statements from   
Adjustment Worksheet                                                   the borrower or (ii) June 1.                          

CMSA Loan Level           March 2007                   Monthly         10th Business Day for prior month but in no event     
Reserve/LOC Report                                                     later than the Business Day prior to the Report Date  
                                                                       in such month.                                        

CMSA Servicer Watch List  March 2007                   Monthly         10th Business Day for prior month but in no event     
                                                                       later than the Business Day prior to the Report Date  
                                                                       in such month.                                        

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CMSA Comparative          March 2007                   Monthly         10th Business Day for prior month but in no event     
Financial Status Report                                                later than the Business Day prior to the Report Date  
                                                                       in such month                                         

Quarterly Operating       July 2007                    Quarterly, but  With respect to a calendar quarter, within 95 days    
Statement Analysis                                     with respect    following the end of such calendar quarter (commencing
Report and CMSA                                        to only the     with the quarter ending on March 31, 2007).           
Quarterly Financial File                               first three                                                           
                                                       calendar                                                              
                                                       quarters in                                                           
                                                       each year                                                             

                        (C) THE MASTER SERVICER SHALL HAVE THE RESPONSIBILITY TO
                 COMPLETE AND DELIVER THE FOLLOWING REPORTS IN ACCORDANCE WITH
              THE POOLING AND SERVICING AGREEMENT: CMSA LOAN SETUP FILE,
               CMSA LOAN PERIODIC UPDATE FILE; CMSA DELINQUENT LOAN STATUS
        REPORT; CMSA REO STATUS REPORT; CMSA HISTORICAL LOAN
               MODIFICATION REPORT AND CMSA HISTORICAL LIQUIDATION REPORT.

                       (D) NOTWITHSTANDING THE FOREGOING: (A) PRIMARY SERVICER
            SHALL REASONABLY COOPERATE TO PROVIDE TO MASTER SERVICER
                 SPECIFIC INFORMATION OR DATA IN PRIMARY SERVICER'S POSSESSION
                AND NECESSARY TO COMPLETE A REPORT FOR WHICH MASTER SERVICER
                IS RESPONSIBLE, UPON THE WRITTEN REQUEST OF MASTER SERVICER;
             AND (B) THE MASTER SERVICER SHALL REASONABLY COOPERATE TO
                PROVIDE TO THE PRIMARY SERVICER SPECIFIC INFORMATION OR DATA
               IN THE MASTER SERVICER'S POSSESSION, AS MAY BE REQUESTED IN
          WRITING BY THE PRIMARY SERVICER, TO ENABLE THE PRIMARY
                  SERVICER TO PREPARE AND DELIVER TO EACH HOLDER OF A B NOTE ANY
            REPORTS OR NOTICES REQUIRED TO BE DELIVERED TO EACH SUCH
         HOLDER OF A B NOTE, PURSUANT TO THE PROVISIONS OF THE
APPLICABLE A/B INTERCREDITOR AGREEMENT.     

                   (E) NOTWITHSTANDING THE DEFINITIONS OF VARIOUS CMSA
                  REPORTS IN THIS AGREEMENT THAT DIRECTLY LINK SUCH REPORTS TO A
           FORM ATTACHED AS PART OF EXHIBIT W AND EXHIBIT X TO THE
             POOLING AND SERVICING AGREEMENT, MASTER SERVICER SHALL BE
            ENTITLED TO AMEND THE FORMS OF SUCH REPORTS THAT PRIMARY
SERVICER MUST DELIVER UNDER THIS            

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        AGREEMENT, PROVIDED THAT (A) THE COMMERCIAL MORTGAGE
                 SECURITIES ASSOCIATION HAS AMENDED THE APPLICABLE REPORTS AND
                 PUBLISHED SUCH AMENDMENTS AS ITS REVISED FORM ON ITS WEBSITE;
               (B) MASTER SERVICER GIVES PRIMARY SERVICER NO LESS THAN ONE
                  HUNDRED TWENTY (120) DAYS NOTICE OF ANY REQUIRED AMENDMENTS OR
                  REVISIONS TO A REPORT PRIOR TO THEIR BECOMING EFFECTIVE AS THE
               FORM OF REPORT TO DELIVER UNDER THIS AGREEMENT; AND (C) ANY
         SUCH AMENDMENTS OR REVISIONS (EITHER SINGLY OR IN THE
                AGGREGATE) SHALL NOT IMPOSE UNDUE ADDITIONAL BURDEN OR COSTS
                 UPON PRIMARY SERVICER TO COLLECT, FORMAT, CALCULATE OR REPORT
INFORMATION TO MASTER SERVICER.             

                 (F) ALL OPERATING STATEMENT ANALYSIS REPORTS, NOI
                ADJUSTMENT WORKSHEETS, FINANCIAL STATEMENTS, RENT ROLLS, AND
           BUDGETS DELIVERED BY THE PRIMARY SERVICER TO THE MASTER
              SERVICER PURSUANT HERETO SHALL BE LABELED ACCORDING TO THE
              CENTERLINE NAMING CONVENTION FOR ELECTRONIC FILE DELIVERY.

                 (9) MASTER SERVICER AND PRIMARY SERVICER HAVE MADE EFFORTS TO
  RECONCILE THE TASK DESCRIPTION, THE PAYMENT AND COLLECTION
        DESCRIPTION AND PAYMENT AND MORTGAGE LOAN STATUS REPORTS. IN THE
          EVENT OF ANY CONFLICT BETWEEN (1) THE TASK DESCRIPTION AND (2) THE
        PAYMENT AND COLLECTION DESCRIPTION AND PAYMENT AND MORTGAGE LOAN
       STATUS REPORTS, THEN THE PAYMENT AND COLLECTION DESCRIPTION AND
PAYMENT AND MORTGAGE LOAN STATUS REPORTS SHALL GOVERN.  

          (10) THE PRIMARY SERVICER SHALL BE RESPONSIBLE FOR THE
         CALCULATION OF ANY AND ALL PREPAYMENT PREMIUMS PAYABLE UNDER EACH
MORTGAGE LOAN AND EACH A/B MORTGAGE LOAN.               

            (11) WITHIN THIRTY (30) DAYS FOLLOWING THE CLOSING DATE,
          PRIMARY SERVICER SHALL DELIVER TO MASTER SERVICER A REPORT LISTING
 THE TAX PARCELS COINCIDING WITH THE MORTGAGED PROPERTIES.

               (12) ALL AMOUNTS COLLECTED BY THE PRIMARY SERVICER DURING A
          COLLECTION PERIOD WITH RESPECT TO THE A/B MORTGAGE LOAN, WHICH ARE
      PAYABLE TO THE HOLDER OF THE APPLICABLE B NOTE PURSUANT TO THE
PROVISIONS OF THE                                       

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        APPLICABLE INTERCREDITOR AGREEMENT, SHALL BE PAID BY THE PRIMARY
        SERVICER TO SUCH B NOTE HOLDER NO LATER THAN THREE BUSINESS DAYS
     AFTER COLLECTION OF SUCH FUNDS. IN THE EVENT THAT THE PRIMARY
     SERVICER DETERMINES (IN ITS SOLE DISCRETION) THAT IN ORDER TO
         CONFIRM THE AMOUNT TO BE DISBURSED TO A B NOTE HOLDER PURSUANT TO
      THE PROVISIONS OF THE A/B INTERCREDITOR AGREEMENT, THE PRIMARY
           SERVICER REQUIRES INFORMATION FROM THE MASTER SERVICER, THE PRIMARY
       SERVICER SHALL HAVE THE RIGHT, WITHIN THREE BUSINESS DAYS AFTER
           COLLECTION OF THE FUNDS AT ISSUE, TO DELIVER TO THE MASTER SERVICER
         A WRITTEN REQUEST FOR SUCH INFORMATION. THE MASTER SERVICER SHALL
  PROVIDE THE INFORMATION REQUESTED, TO THE EXTENT THAT SUCH
           INFORMATION IS IN THE POSSESSION OF THE MASTER SERVICER OR INVOLVES
       A CALCULATION TO BE MADE BY THE MASTER SERVICER ON THE BASIS OF
           INFORMATION IN THE POSSESSION OF THE MASTER SERVICER, NO LATER THAN
          THREE BUSINESS DAYS AFTER THE MASTER SERVICER RECEIVES THE PRIMARY
           SERVICER'S WRITTEN REQUEST, AND THE PRIMARY SERVICER SHALL MAKE THE
      DISBURSEMENT AT ISSUE TO THE B NOTE HOLDER NO LATER THAN THREE
       BUSINESS DAYS AFTER IT RECEIVES THE INFORMATION FROM THE MASTER
          SERVICER NEEDED TO CONFIRM THE DISBURSEMENT AT ISSUE. IN THE EVENT
            THAT THE MASTER SERVICER DETERMINES (IN ITS SOLE DISCRETION) THAT IT
          IS NECESSARY OR DESIRABLE TO DIRECT THE PRIMARY SERVICER AS TO HOW
          TO ALLOCATE AMOUNTS COLLECTED FOR AN A/B MORTGAGE LOAN BETWEEN THE
        HOLDERS OF THE RELATED MORTGAGE LOAN AND ITS RELATED B NOTE, THE
          MASTER SERVICER SHALL HAVE THE RIGHT, NO LATER THAN THE END OF THE
           SECOND BUSINESS DAY AFTER EACH OF THE A/B MORTGAGE LOAN'S SCHEDULED
           MONTHLY PAYMENT DATES, TO DELIVER A WRITTEN DIRECTION NOTICE TO THE
           PRIMARY SERVICER. THE PRIMARY SERVICER SHALL COMPLY WITH THE MASTER
    SERVICER'S DIRECTIONS, ABSENT A DISAGREEMENT (WHICH SHALL BE
    PROMPTLY COMMUNICATED IN WRITING TO THE MASTER SERVICER) AND
            ADDRESSED BY THE MASTER SERVICER AND THE PRIMARY SERVICER WITHIN THE
          TIME FRAMES SET FORTH IN THIS SECTION 2.1(C)(XII). IF THERE IS ANY
         DISAGREEMENT BETWEEN THE MASTER SERVICER AND THE PRIMARY SERVICER
         WITH RESPECT TO THE ALLOCATION OF FUNDS ON THE A/B MORTGAGE LOAN,
            THEN THE MASTER SERVICER AND THE PRIMARY SERVICER SHALL CONSULT WITH
    EACH OTHER IN GOOD FAITH BUT THE DETERMINATION OF THE MASTER
           SERVICER SHALL CONTROL AND NO CONSULTATION SHALL EXTEND IN DURATION
         BEYOND THE DATE REASONABLY NECESSARY FOR ALLOCATIONS, REMITTANCES
AND REPORTING TO BE TIMELY MADE TO THE HOLDERS OF THE A 

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          NOTE AND B NOTE. IN THE EVENT THAT COLLECTION RESPONSIBILITIES FOR
         AN A/B MORTGAGE LOAN ARE TRANSFERRED FROM THE PRIMARY SERVICER TO
          THE MASTER SERVICER OR SPECIAL SERVICER PURSUANT TO THE APPLICABLE
            PROVISIONS OF THIS AGREEMENT OR THE POOLING AND SERVICING AGREEMENT,
            ALL AMOUNTS THAT ARE COLLECTED BY THE MASTER SERVICER OR THE SPECIAL
           SERVICER, AS APPLICABLE, DURING A COLLECTION PERIOD WITH RESPECT TO
   SUCH A/B MORTGAGE LOAN AND ARE PAYABLE TO THE HOLDER OF THE
       APPLICABLE B NOTE PURSUANT TO THE PROVISIONS OF THE RELATED A/B
           INTERCREDITOR AGREEMENT SHALL BE REMITTED BY THE MASTER SERVICER TO
      SUCH B NOTE HOLDER NO LATER THAN THREE BUSINESS DAYS AFTER THE
      COLLECTION OF SUCH FUNDS, NOTWITHSTANDING ANY PROVISION OF THE
            APPLICABLE A/B INTERCREDITOR AGREEMENT THAT MAY PROVIDE THE SERVICER
           WITH A LONGER PERIOD OF TIME TO REMIT SUCH COLLECTED FUNDS TO THE B
      NOTE HOLDER (EXCEPT THAT IF THE RELATED MORTGAGED PROPERTY HAS
            BECOME AN REO PROPERTY, THEN THE FUNDS ON DEPOSIT IN THE RELATED REO
            ACCOUNT RELATED TO SUCH REO PROPERTY SHALL BE REMITTED TO THE MASTER
       SERVICER BY THE SPECIAL SERVICER AS AND TO THE EXTENT OTHERWISE
          PROVIDED IN SECTION 9.14(B) OF THE POOLING AND SERVICING AGREEMENT
            AND THEN, TO THE EXTENT REMITTABLE TO THE HOLDER OF THE APPLICABLE B
         NOTE, SHALL BE SO REMITTED ON THE NEXT SUCCEEDING MASTER SERVICER
REMITTANCE DATE).                                       

          D. COMMENCING IN THE YEAR 2007, PRIMARY SERVICER SHALL
           INSPECT, OR CAUSE TO BE INSPECTED, EACH OF THE MORTGAGED PROPERTIES
            FOR THE MORTGAGE LOANS AND THE A/B MORTGAGE LOANS IN ACCORDANCE WITH
         SECTION 8.17 OF THE POOLING AND SERVICING AGREEMENT AND, PROMPTLY
            UPON COMPLETION OF SUCH INSPECTION, SHALL DELIVER TO MASTER SERVICER
      AND WITH RESPECT TO AN A/B MORTGAGE LOAN, TO THE HOLDER OF THE
       RELATED B NOTE, IF REQUIRED BY THE APPLICABLE A/B INTERCREDITOR
       AGREEMENT, A PROPERTY INSPECTION REPORT IN THE FORM ATTACHED AS
      EXHIBIT B-3 ("PROPERTY INSPECTION DESCRIPTION"). EACH PROPERTY
           INSPECTION REPORT DELIVERED BY THE PRIMARY SERVICER SHALL BE IMAGED
           WITH THE CENTERLINE NAMING CONVENTION FOR ELECTRONIC FILE DELIVERY.

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             MASTER SERVICER AND PRIMARY SERVICER HAVE MADE EFFORTS TO
  RECONCILE THE TASK DESCRIPTION AND THE PROPERTY INSPECTION
      DESCRIPTION. IN THE EVENT OF ANY CONFLICT BETWEEN (1) THE TASK
         DESCRIPTION AND (2) THE PROPERTY INSPECTION DESCRIPTION, THEN THE
PROPERTY INSPECTION DESCRIPTION SHALL GOVERN.           

                 E. PRIMARY SERVICER SHALL PROMPTLY NOTIFY THE MASTER SERVICER
           OF ANY SIGNIFICANT EVENTS AFFECTING ANY ONE OR MORE OF THE MORTGAGE
           LOANS AND A/B MORTGAGE LOANS, THE RELATED MORTGAGORS OR THE RELATED
         MORTGAGED PROPERTIES WHICH BECOME KNOWN TO PRIMARY SERVICER OR OF
     WHICH THE PRIMARY SERVICER RECEIVES NOTICE, SUCH AS A PAYMENT
          DEFAULT, A BANKRUPTCY, A JUDICIAL LIEN OR CASUALTY OR CONDEMNATION
      EVENT, AND THE PRIMARY SERVICER SHALL ALSO PROMPTLY ADVISE THE
       MASTER SERVICER OF ALL MATERIAL COLLECTION AND CUSTOMER SERVICE
         ISSUES AND, PROMPTLY FOLLOWING ANY REQUEST THEREFOR BY THE MASTER
         SERVICER, SHALL FURNISH TO THE MASTER SERVICER WITH COPIES OF ANY
          CORRESPONDENCE OR OTHER DOCUMENTS IN THE POSSESSION OF THE PRIMARY
           SERVICER RELATED TO ANY SUCH MATTER. THE PRIMARY SERVICER SHALL USE
            REASONABLE EFFORTS TO PROMPTLY NOTIFY THE MASTER SERVICER AS SOON AS
           THE PRIMARY SERVICER (EXERCISING GOOD FAITH AND REASONABLE JUDGMENT
         IN ACCORDANCE WITH THE SERVICING STANDARD) BECOMES AWARE THAT ANY
            SERVICING ADVANCE WILL BE REQUIRED (OR MAY REASONABLY BE EXPECTED TO
            BE REQUIRED) TO BE MADE WITH RESPECT TO ANY MORTGAGE LOAN OR ANY A/B
           MORTGAGE LOAN UNDER THE STANDARDS IMPOSED ON THE MASTER SERVICER BY
THE POOLING AND SERVICING AGREEMENT.                    

                  F. WITHIN 30 DAYS FOLLOWING THE CLOSING DATE, PRIMARY SERVICER
           SHALL DELIVER TO MASTER SERVICER FOR EACH OF ITS MORTGAGE LOANS AND
          A/B MORTGAGE LOANS TO BE INCLUDED IN THE ESCROW STATUS REPORT, THE
         DEADLINE OR EXPIRATION DATE CONTAINED IN THE APPLICABLE ESCROW OR
           RESERVE AGREEMENT FOR COMPLETING THE SPECIFIC IMMEDIATE ENGINEERING
  WORK, COMPLETION OF ADDITIONAL CONSTRUCTION, ENVIRONMENTAL
        REMEDIATION OR SIMILAR ONE-TIME PROJECTS FOR WHICH SUCH MORTGAGE
           LOAN OR A/B MORTGAGE LOAN IS TO APPEAR IN THE ESCROW STATUS REPORT.

                  G. IN ADDITION, THE PRIMARY SERVICER SHALL DELIVER OR CAUSE TO
      BE DELIVERED TO MASTER SERVICER ANY AND ALL INFORMATION AS MAY
      REASONABLY BE NECESSARY FOR THE MASTER SERVICER TO PERFORM ITS
     OBLIGATIONS UNDER SECTION 8.3(I) OF THE POOLING AND SERVICING
         AGREEMENT (TO THE EXTENT RELATED TO THE MORTGAGE LOANS AND/OR A/B
MORTGAGE LOANS); PROVIDED,                              

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       HOWEVER, THAT IN THE EVENT THAT THE PRIMARY SERVICER HAS SENT A
           NOTICE TO A GROUND LESSOR AS CONTEMPLATED BY SUCH SECTION 8.3(I) OF
       THE POOLING AND SERVICING AGREEMENT, THE DELIVERY TO THE MASTER
   SERVICER OF A COPY OF SUCH NOTICE SHALL SATISFY THE PRIMARY
            SERVICER'S OBLIGATION UNDER THIS SECTION WITH RESPECT TO SUCH GROUND
LEASE.                                                  

                  H. PRIMARY SERVICER SHALL PERFORM ALL OTHER OBLIGATIONS OF THE
PRIMARY SERVICER AS SET FORTH HEREIN.                   

          Primary Servicer and the Master Servicer agree that, in connection
with the performance of its obligations hereunder, the Primary Servicer shall be
entitled to request from the Master Servicer, and the Master Servicer agrees    
that it shall provide, express instructions for the completion of any of the    
Services to be performed or completed by the Primary Servicer, to the extent    
necessary to clarify any ambiguities in the terms of this Agreement. The Master 
Servicer further agrees that the Primary Servicer shall be entitled to rely upon
any such written instructions. The Primary Servicer and the Master Servicer,    
respectively, shall perform all of their respective obligations as allocated and
set forth in this Agreement, and it is understood that the Primary Servicer     
shall have no obligations with respect to the primary servicing of the Mortgage 
Loans and the A/B Mortgage Loans, except as specifically set forth in this      
Agreement.                                                                      

           B. STANDARD OF CARE The Primary Servicer shall perform all Services
on behalf of the Master Servicer in accordance with the terms of this Agreement 
and the Servicing Standard and in a manner consistent with the applicable       
provisions of the Pooling and Servicing Agreement and with respect to an A/B    
Mortgage Loan, the applicable provisions of the related A/B Intercreditor       
Agreement.                                                                      

     C. COMPENSATION AND OTHER PAYMENTS TO THE PRIMARY SERVICER As
consideration for the Primary Servicer's performance of the Services hereunder: 
(a), the Primary Servicer shall be entitled to deduct the Aggregate Servicing   
Fee in accordance with Section 2.1(c)(iii) of this Agreement, with respect to   
the related Collection Period for each Mortgage Loan for which a payment was    
received by the Master Servicer or forwarded to the Master Servicer by the      
Primary Servicer; and (b) with respect to each A/B Mortgage Loan, the Primary   
Servicer shall be entitled to deduct any Primary Servicing Fee or other fee     
payable to the Primary Servicer as may be agreed to by the holder of the related
B Note, from each payment received by the Primary Servicer and which is         
allocable to such holder of the related B Note, all in accordance with the      
provisions of Section 2.1 of this Agreement. Notwithstanding the foregoing,     
Primary Servicer shall not be entitled to a Primary Servicing Fee with respect  
to any Mortgage Loan (other than an A/B Mortgage Loan) for which a Servicing    
Transfer Event has occurred (unless such Mortgage Loan becomes a Rehabilitated  
Mortgage Loan) or with respect to which the Primary Servicer has been terminated
as Primary Servicer under this Agreement and the Pooling and Servicing          
Agreement.                                                                      

            The Primary Servicer shall retain all rights to the Excess Servicing
Fee for all Mortgage Loans, even if (a) any Mortgage Loan or Mortgage Loans     
become Specially Serviced Mortgage Loans; (b) Primary Servicer's servicing is   
terminated with respect to particular Mortgage Loans or (c) Primary Servicer is 
in default, is terminated or resigns under this                                 

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Agreement. If Primary Servicer is unable to deduct the Excess Servicing Fee in  
accordance with Section 2.1(c)(iii) because it no longer services a Mortgage    
Loan or Mortgage Loans or for any other reason (other than transfer or          
assignment of the rights to the Excess Servicing Fee), then Master Servicer (and
any successor) shall cause the Excess Servicing Fee to be paid on the Mortgage  
Loans to Primary Servicer monthly in accordance with the terms of the Pooling   
and Servicing Agreement.                                                        

        The Primary Servicer shall have the benefit and shall retain all
interest and income earned on the Primary Servicer Collection Account for the   
Mortgage Loans and the A/B Mortgage Loans. If Primary Servicer is terminated    
under this Agreement, it shall be entitled to collect all such interest and     
income that accrues through the date of termination. If a Mortgage Loan or an   
A/B Mortgage Loan becomes a Specially Serviced Mortgage Loan, Primary Servicer  
shall be entitled to collect all such interest and income that accrues through  
the date of the applicable Servicing Transfer Event. The right to retain such   
interest and income shall resume if such Mortgage Loan or an A/B Mortgage Loan  
becomes a Rehabilitated Mortgage Loan.                                          

         The Primary Servicer shall also be entitled to retain the fees or
portions of fees set forth in the Post Closing Matters Description. Except as   
specifically provided in this Agreement, the Primary Servicer shall not be      
entitled to receive any default interest or late fees collected from the        
Borrower, and the Primary Servicer shall promptly, upon collection of such      
amounts, forward such interest and fees to the Master Servicer in accordance    
with the Payment and Collection Description. Primary Servicer may waive the     
right to collect a fee or portion of a fee to which it is entitled under this   
Agreement but may not waive or otherwise affect the rights of other parties to  
any other fees or portions of fees to which Primary Servicer is not entitled.   

           The Primary Servicer shall be required to pay out of its own funds,
without reimbursement, all overhead and general and administrative expenses     
incurred by it in connection with its servicing activities hereunder, including 
costs for office space, office equipment, supplies and related expenses,        
employee salaries and related expenses and similar internal costs and expenses, 
and Primary Servicer shall be required to pay all expenses that it incurs in the
administration of this Agreement (but not those incurred at the direction or    
request of Master Servicer or a third party which direction or request requires 
the performance of a task or obligation not contemplated of Primary Servicer    
under this Agreement) and shall not be entitled to reimbursement of such costs  
and expenses, except (1) as may be specifically provided in this Agreement or   
(2) to the extent expenses are reimbursable by a Mortgagor under the applicable 
Loan Documents and the Mortgagor makes such reimbursement.                      

          D. PRIMARY SERVICER REPRESENTATIONS AND WARRANTIES (a) The Primary
Servicer hereby makes for the benefit of the Master Servicer the same           
representations and warranties as are made by the Master Servicer under Section 
8.20 of the Pooling and Servicing Agreement; provided, however, that (i)        
references therein to the Master Servicer shall be deemed references to the     
Primary Servicer and references to the Trustee shall be deemed references to the
Master Servicer and (ii) in lieu of the representation described in the first   
clause of Section 8.20(a)(i) of the Pooling and Servicing Agreement, the Primary
Servicer represents that the Primary Servicer is duly organized, validly        
existing and in good standing under the laws of the jurisdiction of its         
organization.                                                                   

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           (B) THE PRIMARY SERVICER HEREBY MAKES FOR THE BENEFIT OF THE MASTER
SERVICER THE SAME REPRESENTATIONS AND WARRANTIES AS ARE MADE BY THE PRIMARY     
SERVICER TO THE DEPOSITOR UNDER SECTION 13.2(A) OF THE POOLING AND SERVICING    
AGREEMENT.                                                                      

IV. 
 DOCUMENTS AND OTHER MATTERS

            A. SEGREGATION OF MORTGAGE LOAN DOCUMENTS The Primary Servicer shall
segregate the Primary Servicer Servicing Documents related to the Mortgage Loans
and the A/B Mortgage Loans from all other assets of the Primary Servicer and,   
upon request, forward to the Master Servicer copies of such documents or        
originals of such documents if in the possession of Primary Servicer and not    
part of the Mortgage File forwarded to the Trustee. The Primary Servicer        
acknowledges that any letter of credit held by it shall be held in its capacity 
as agent of the Trust, and if the Primary Servicer sells its rights to service  
the applicable Mortgage Loan or A/B Mortgage Loan, the Primary Servicer shall   
assign the applicable letter of credit to the Trust or at the direction of the  
Special Servicer to such party as the Special Servicer may instruct, and the    
Primary Servicer shall indemnify the Trust for any loss caused by the           
ineffectiveness of such assignment.                                             

            B. ACCESS TO DOCUMENTS; PROVISION OF CERTAIN INFORMATION The Primary
Servicer shall make available to the Master Servicer or any Successor Primary   
Servicer, at a reasonable time, such information as the Master Servicer or such 
Successor Primary Servicer shall reasonably request in writing and shall make   
available to the Master Servicer or any Successor Primary Servicer or Persons   
designated by the Master Servicer or such Successor Primary Servicer such       
documents as the Master Servicer shall reasonably request in writing. The Master
Servicer shall make available to the Primary Servicer, at a reasonable time,    
such information as the Primary Servicer shall reasonably request in writing in 
connection with the performance of the Services and, subject to the terms and   
conditions of Section 8.15 of the Pooling and Servicing Agreement, shall make   
available to the Primary Servicer or Persons designated by the Primary Servicer 
such documents related to the Mortgage Loan and the A/B Mortgage Loans and the  
Servicing of the Mortgage Loans and the A/B Mortgage Loans as the Primary       
Servicer shall reasonably request in writing.                                   

V.
MASTER SERVICER ASSISTANCE

A. MASTER SERVICER ASSISTANCE                           

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           (A) THE MASTER SERVICER SHALL MAKE REASONABLE EFFORTS TO DO ANY AND
ALL THINGS REASONABLY REQUESTED BY THE PRIMARY SERVICER TO ENABLE THE PRIMARY   
SERVICER TO RENDER THE SERVICES, INCLUDING, WITHOUT LIMITATION, DELIVERING TO   
THE TRUSTEE ANY RECEIPTS OR OTHER DOCUMENTATION THAT THE TRUSTEE MAY REQUIRE TO 
ALLOW IT TO RELEASE ANY MORTGAGE FILES OR DOCUMENTS CONTAINED THEREIN OR        
ACQUIRED IN RESPECT THEREOF REQUESTED BY THE PRIMARY SERVICER. NOTWITHSTANDING  
ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY AND ANY OTHER             
NOTWITHSTANDING PROVISIONS IN THIS AGREEMENT (INCLUDING ANY CONTRARY PROVISION  
OF EXHIBIT B-2), THE PRIMARY SERVICER SHALL DO ANY AND ALL THINGS REASONABLY    
REQUESTED BY THE MASTER SERVICER TO ENABLE THE MASTER SERVICER TO COMPLY WITH   
ITS OBLIGATIONS UNDER THE POOLING AND SERVICING AGREEMENT. BEFORE THE MASTER    
SERVICER RELEASES ALL OR ANY PORTION OF ANY MORTGAGE FILE OR DOCUMENT CONTAINED 
THEREIN OR ACQUIRED IN RESPECT THEREOF TO THE PRIMARY SERVICER, THE MASTER      
SERVICER MAY REQUIRE THE PRIMARY SERVICER TO EXECUTE A RECEIPT THEREFOR OR, IN  
THE EVENT OF A MORTGAGE LOAN OR AN A/B MORTGAGE LOAN THAT HAS BEEN REPAID IN    
FULL, A CERTIFICATE WITH RESPECT TO THE PAYMENT IN FULL OF THE RELATED MORTGAGE 
LOAN OR A/B MORTGAGE LOAN.                                                      

         (B) IF REQUIRED IN CONNECTION WITH THE PROVISION OF THE SERVICES,
THE MASTER SERVICER SHALL FURNISH, OR CAUSE TO BE FURNISHED, TO THE PRIMARY     
SERVICER, UPON REQUEST, ANY POWERS OF ATTORNEY OF THE MASTER SERVICER OR THE    
TRUSTEE, EMPOWERING THE PRIMARY SERVICER TO TAKE SUCH ACTIONS AS IT DETERMINES  
TO BE REASONABLY NECESSARY TO COMPLY WITH ITS SERVICING DUTIES HEREUNDER OR TO  
ENABLE THE PRIMARY SERVICER TO SERVICE AND ADMINISTER SUCH MORTGAGE LOANS AND   
A/B MORTGAGE LOANS AND CARRY OUT ITS DUTIES HEREUNDER, IN EACH CASE IN          
ACCORDANCE WITH THE SERVICING STANDARD AND THE TERMS OF THIS AGREEMENT. THE     
PRIMARY SERVICER HEREBY AGREES TO INDEMNIFY THE MASTER SERVICER AND THE TRUSTEE 
FROM ANY LOSS, DAMAGE, EXPENSE OR CLAIM RELATING TO MISUSE OR WRONGFUL USE OF   
ANY SUCH POWER OF ATTORNEY.                                                     

       B. SPECIALLY SERVICED MORTGAGE LOANS The Primary Servicer shall
promptly notify the Master Servicer and Special Servicer with respect to        
Specially Serviced Mortgage Loans of any questions, complaints, legal notices,  
or other communications relating to the foreclosure or default of such loans or 
bankruptcy proceedings of a Mortgagor that are received by the Primary Servicer 
and with respect to such Mortgage Loan or A/B Mortgage Loan such other matters  
as would, consistent with the Servicing Standard, require notification to the   
owner or the servicer of the Mortgage Loan or A/B Mortgage Loan. The Master     
Servicer shall notify the Primary Servicer of any Specially Serviced Mortgage   
Loan becoming a Rehabilitated Mortgage Loan promptly following the Master       
Servicer's receipt of notice to such effect from the Special Servicer and shall 
provide Primary Servicer with all relevant documents received during the time   
that the relevant Mortgage Loan or A/B Mortgage Loan was a Specially Serviced   
Mortgage Loan following the Master Servicer's receipt of such documents from the
Special                                                                         

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Servicer. Upon the request of Primary Servicer, Master Servicer shall request   
from the Special Servicer all such relevant documents with respect to a         
Rehabilitated Mortgage Loan. Notwithstanding anything contained herein to the   
contrary, the Primary Servicer shall not without the Trustee's written consent: 
(i) initiate any action, suit or proceeding solely under the Trustee's name     
without indicating the Primary Servicer's representative capacity, or (ii)      
knowingly take any action that causes the Trustee to be registered to do        
business in any state, provided, however, that the preceding clause (i) shall   
not apply to the initiation of actions relating to a Mortgage Loan that the     
Primary Servicer is servicing pursuant to its duties herein (in which case the  
Primary Servicer shall give three (3) Business Days prior notice to the Trustee 
of the initiation of such action).                                              

VI. 
 ADDITIONAL PRIMARY SERVICER COVENANTS

        A. NOTICE OF LITIGATION With respect to any Mortgage Loan or A/B
Mortgage Loan as to which litigation is instituted, the Primary Servicer, if    
aware of such litigation, shall notify the Master Servicer immediately as to the
status of the litigation related to such Mortgage Loan or A/B Mortgage Loan and 
shall, when reasonably required or requested by the Master Servicer, provide to 
the Master Servicer copies of all pertinent information in the Primary          
Servicer's possession related to such litigation, including, without limitation,
copies of related Servicing Documents.                                          

           B. NO PERSONAL SOLICITATION The Primary Servicer hereby agrees that
it will not knowingly take any action or cause any action to be taken by any of 
its agents or Affiliates, or independent contractors or working on its behalf,  
to personally, by telephone or mail, solicit the prepayment of any Mortgage Loan
or A/B Mortgage Loan by any Mortgagor. Primary Servicer agrees not to forward to
any Mortgagor or other obligors under a Mortgage Loan or A/B Mortgage Loan, any 
correspondence or documents between Master Servicer and Primary Servicer        
regarding a Post Closing Request (except the Requirements List (as defined in   
Exhibit B-2(c)) without the consent of the Master Servicer or Special Servicer  
(acting in its sole discretion), unless required by law.                        

         C. FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE POLICY 1. (A)
THE PRIMARY SERVICER, AT ITS OWN EXPENSE, SHALL MAINTAIN IN EFFECT A FIDELITY   
BOND (THE "PRIMARY SERVICER FIDELITY BOND") AND AN ERRORS AND OMISSIONS POLICY  
(THE "PRIMARY SERVICER ERRORS AND OMISSIONS INSURANCE POLICY") WITH A QUALIFIED 
INSURER, NAMING THE MASTER SERVICER AS LOSS PAYEE, AFFORDING COVERAGE FOR ALL   
DIRECTORS, OFFICERS AND EMPLOYEES. THE PRIMARY SERVICER ERRORS AND OMISSIONS    
INSURANCE POLICY AND PRIMARY SERVICER FIDELITY BOND SHALL BE IN SUCH FORM AND   
AMOUNT THAT WOULD SATISFY THE SAME REQUIREMENTS FOR SUCH POLICIES AS THE MASTER 
SERVICER MUST SATISFY AS SET FORTH IN SECTION 8.2 OF THE POOLING AND SERVICING  
AGREEMENT. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, THE PRIMARY  
SERVICER SHALL BE PERMITTED TO SELF-INSURE WITH RESPECT TO ITS OBLIGATIONS TO   
MAINTAIN THE PRIMARY SERVICER FIDELITY BOND AND A PRIMARY SERVICER ERRORS AND   
OMISSIONS POLICY TO THE EXTENT THE                                              

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MASTER SERVICER IS PERMITTED UNDER SECTION 8.2 OF THE POOLING AND SERVICING     
AGREEMENT (CONSTRUED AS IF THE REFERENCES THEREIN TO THE MASTER SERVICER WERE   
INSTEAD REFERENCES TO THE PRIMARY SERVICER). THE PRIMARY SERVICER SHALL FURNISH 
TO THE MASTER SERVICER, NOT LATER THAN THIRTY (30) DAYS AFTER THE CLOSING DATE, 
EVIDENCE OF THE PRIMARY SERVICER'S COMPLIANCE WITH THIS SECTION 5.3(A).         

       2. THE PRIMARY SERVICER SHALL PROMPTLY REPORT IN WRITING TO THE
MASTER SERVICER ANY MATERIAL ADVERSE CHANGES THAT MAY OCCUR IN THE PRIMARY      
SERVICER FIDELITY BOND OR THE PRIMARY SERVICER ERRORS AND OMISSIONS INSURANCE   
POLICY AND SHALL FURNISH TO THE MASTER SERVICER UPON WRITTEN REQUEST COPIES OF  
ALL BINDERS AND POLICIES OR CERTIFICATES EVIDENCING THAT SUCH BOND AND INSURANCE
POLICY ARE IN FULL FORCE AND EFFECT. THE PRIMARY SERVICER SHALL PROMPTLY REPORT 
IN WRITING TO THE MASTER SERVICER ALL CASES OF EMBEZZLEMENT OR FRAUD OR         
IRREGULARITIES OF OPERATION RELATING TO THE SERVICING OF THE MORTGAGE LOANS AND 
OF THE A/B MORTGAGE LOAN BY THE PRIMARY SERVICER AND ITS EMPLOYEES, OFFICERS,   
DIRECTORS, AGENTS AND REPRESENTATIVES IF SUCH EVENTS INVOLVE FUNDS RELATING TO  
THE MORTGAGE LOANS AND THE A/B MORTGAGE LOAN. THE TOTAL OF SUCH LOSSES,         
REGARDLESS OF WHETHER CLAIMS ARE FILED WITH THE APPLICABLE INSURER OR SURETY,   
SHALL BE DISCLOSED IN SUCH REPORTS TOGETHER WITH THE AMOUNT OF SUCH LOSSES      
COVERED BY INSURANCE. IF A BOND OR INSURANCE CLAIM REPORT IS FILED WITH ANY OF  
THE PRIMARY SERVICER'S BONDING COMPANIES OR INSURERS RELATING TO THE MORTGAGE   
LOANS OR THE A/B MORTGAGE LOANS OR THE SERVICING THEREOF, A COPY OF SUCH REPORT 
(WHICH REPORT MAY OMIT ANY REFERENCES TO INDIVIDUALS SUSPECTED OF SUCH          
EMBEZZLEMENT, FRAUD OR IRREGULARITIES OF OPERATION) SHALL BE PROMPTLY FURNISHED 
TO THE MASTER SERVICER.                                                         

          D. PRIMARY SERVICER'S FINANCIAL STATEMENTS AND RELATED INFORMATION
The Primary Servicer shall deliver to the Master Servicer, within 120 days after
the end of its fiscal year, a copy of its annual financial statements, such     
financial statements to be audited if then customarily audited, and with respect
to any unaudited financial statements provided by the Primary Servicer, which   
financial statements shall be certified by the Primary Servicer's chief         
financial officer to be true, correct and complete. The Primary Servicer shall  
notify the Master Servicer, as of the Closing Date, of the Primary Servicer's   
fiscal year and shall notify the Master Servicer promptly after any change      
thereof.                                                                        

        E. NO ADVANCING Under no circumstance shall the Primary Servicer
make or have an obligation to make any Advances.                                

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         F. REMIC COMPLIANCE The Primary Servicer shall comply with all of
the obligations otherwise imposed on the Master Servicer under Article XII of   
the Pooling and Servicing Agreement insofar as such obligations relate to the   
Mortgage Loans and/or the A/B Mortgage Loans.                                   

         G. INSPECTION RIGHTS The Primary Servicer shall afford the Master
Servicer and the Trustee, upon reasonable notice and during normal business     
hours, reasonable access to all records, information, books and documentation   
regarding the applicable Mortgage Loans and the A/B Mortgage Loans, and all     
accounts, insurance policies and other relevant matters relating to this        
Agreement, and access to Primary Servicing Officers of the Primary Servicer     
responsible for its obligations hereunder. Without limiting the preceding       
sentence, Master Servicer may visit the offices of Primary Servicer no more than
once annually for the purpose of reviewing Primary Servicer's compliance with   
this Agreement upon reasonable notice and during normal business hours, and     
Primary Servicer shall reasonably cooperate with Master Servicer to provide     
Master Servicer with the information that Master Servicer reasonably requests to
permit such review. Primary Servicer shall reimburse Master Servicer for its    
reasonable and actual travel expenses incurred in connection with such review in
an amount not to exceed $5,000 annually in total for this Agreement and all     
similar commercial mortgage loan servicing agreements in place between Primary  
Servicer and Master Servicer. Primary Servicer shall have no obligation to      
provide access to non-public information not pertaining to the Mortgage Loans or
the A/B Mortgage Loans or to proprietary information relating to Primary        
Servicer.                                                                       

            H. AUTHORIZED OFFICER Primary Servicer shall provide Master Servicer
promptly with a written list of authorized Servicing Officers of Primary        
Servicer, which may be amended from time to time by written notice from Primary 
Servicer to Master Servicer; provided, however, that such list shall denote one 
principal Servicing Officer responsible for the Primary Servicer's obligations  
under this Agreement.                                                           

            I. ADDITIONAL REPORTS Primary Servicer shall produce such additional
written reports with respect to the Mortgage Loans and the A/B Mortgage Loans as
the Master Servicer may from time to time reasonably request in accordance with 
the Servicing Standard and shall reasonably cooperate with Master Servicer to   
aid Master Servicer in its obligations to produce additional reports and respond
to inquiries under the Pooling and Servicing Agreement.                         

     J. PREPAYMENT INTEREST SHORTFALLS AND EXCESSES 1. (A) FOR ANY
MORTGAGE LOAN, PRIMARY SERVICER SHALL REQUIRE PRINCIPAL PREPAYMENTS TO BE MADE  
SO AS NOT TO CAUSE A PREPAYMENT INTEREST SHORTFALL. IF THE LOAN DOCUMENTS OF A  
RELATED MORTGAGE LOAN DO NOT ALLOW PRIMARY SERVICER TO REQUIRE PRINCIPAL        
PREPAYMENTS (OR CONDITION ACCEPTANCE OF PRINCIPAL PREPAYMENTS) ON A DATE THAT   
WILL AVOID A PREPAYMENT INTEREST SHORTFALL ("NON-MANDATORY PREPAYMENT DATE      
MORTGAGE LOAN"), THEN THE PRIMARY SERVICER SHALL PAY TO MASTER SERVICER ON THE  
DATE SPECIFIED IN SECTION 2.1(C)(IV) OF THIS AGREEMENT, IN ADDITION TO ALL OTHER
AMOUNTS DUE FOR SUCH PRINCIPAL PREPAYMENT, AN AMOUNT PAYABLE BY THE PRIMARY     
SERVICER                                                                        

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FROM ITS OWN FUNDS WITHOUT REIMBURSEMENT THEREFOR EQUAL TO ANY PREPAYMENT       
INTEREST SHORTFALL THAT RESULTS FROM SUCH PRINCIPAL PREPAYMENT (FOR THE         
AVOIDANCE OF DOUBT, NO SUCH REIMBURSEMENT SHALL BE REQUIRED WITH RESPECT TO ANY 
B NOTES); PROVIDED, HOWEVER, THAT FOR ALL PRINCIPAL PREPAYMENTS RECEIVED DURING 
ANY COLLECTION PERIOD WITH RESPECT TO NON-MANDATORY PREPAYMENT DATE MORTGAGE    
LOANS, THE PRIMARY SERVICER SHALL IN NO EVENT BE REQUIRED TO REMIT AN AMOUNT    
GREATER THAN THE AMOUNT OF THE PRIMARY SERVICING FEES FOR SUCH COLLECTION       
PERIOD, PLUS ANY INVESTMENT INCOME EARNED ON THE AMOUNT PREPAID PRIOR TO THE    
RELATED DISTRIBUTION DATE.                                                      

2. [RESERVED].                                          

        3. IF ANY PRINCIPAL PREPAYMENT ON ANY MORTGAGE LOAN RESULTS IN A
PREPAYMENT INTEREST EXCESS, THEN PRIMARY SERVICER SHALL REMIT SUCH PRINCIPAL    
PREPAYMENT AND ACCOMPANYING COLLECTIONS AS REQUIRED UNDER SECTION 2.1 AND MASTER
SERVICER SHALL, ON THE MASTER SERVICER REMITTANCE DATE IMMEDIATELY FOLLOWING THE
REMITTANCE OF THE PRINCIPAL PREPAYMENT BY THE PRIMARY SERVICER TO THE MASTER    
SERVICER, REMIT TO PRIMARY SERVICER A PRO RATA PORTION (BASED UPON ALL          
PREPAYMENT INTEREST EXCESSES REMITTED TO MASTER SERVICER BY ALL PRIMARY         
SERVICERS (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) WITH RESPECT TO   
SUCH COLLECTION PERIOD) OF THE AMOUNT BY WHICH THE AMOUNT OF THE PREPAYMENT     
INTEREST EXCESSES FOR SUCH COLLECTION PERIOD EXCEED ALL PREPAYMENT INTEREST     
SHORTFALLS (EXCLUDING, WITH RESPECT TO ALL OF THE PRIMARY SERVICERS, ANY        
PREPAYMENT INTEREST SHORTFALLS OF THE TYPE DESCRIBED IN CLAUSE (B) ABOVE) FOR   
SUCH COLLECTION PERIOD WITH RESPECT TO ANY OF THE MORTGAGE LOANS (WHETHER OR NOT
THE SUBJECT OF THIS AGREEMENT) THAT ARE SERVICED UNDER THE POOLING AND SERVICING
AGREEMENT (EXCEPT THAT IF THE AGGREGATE PRO RATA PORTION OWED TO PRIMARY        
SERVICER DURING ANY COLLECTION PERIOD AS A RESULT OF SUCH CALCULATION EXCEEDS   
$20,000, MASTER SERVICER SHALL REMIT TO PRIMARY SERVICER SUCH PRO RATA PORTION  
NO LATER THAN THREE (3) BUSINESS DAYS PRIOR TO THE DISTRIBUTION DATE FOR THE    
APPLICABLE COLLECTION PERIOD).                                                  

        K. CONSENTS Primary Servicer shall (a) obtain the consent of the
Special Servicer with respect to assignments and assumptions of Mortgage Loans  
or A/B Mortgage Loans in accordance and subject to the terms of Section         
A.1(c)(ii) of Exhibit B-2(c) of this Agreement and Section 8.7 of the Pooling   
and Servicing Agreement; (b) obtain the consent of the Master Servicer with     
respect to the defeasance of Mortgage Loans in accordance with and subject to   
the terms of Section A.1(c)(i) of Exhibit B-2(c) of this Agreement; (c) obtain  
the consent of the Special Servicer with respect to additional liens, monetary  
encumbrances and mezzanine financings in accordance with and subject to the     
terms of Section A.1(c)(iii) of Exhibit B-2(c) of this Agreement and Section 8.7
of the Pooling and Servicing Agreement; (d) notify Master Servicer of any       
Materiality Determination, which shall thereafter be handled in accordance with 
Sections A.1(a) and (c)(iv) of Exhibit B-2(c) of this Agreement; and (e) with   

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respect to an A/B Mortgage Loan, if required by the related A/B Intercreditor   
Agreement, obtain the consent of the holder of the related B Note for those     
actions which require the consent of such B Note holder.                        

    L. QUARTERLY SERVICING ACCOUNTS RECONCILIATION CERTIFICATION

       Primary Servicer shall execute and deliver to Master Servicer a
certification substantially in the form set forth in Exhibit D hereto no later  
than the 25th calendar day of each January, April, July and October, commencing 
in October 3106 (the date of such delivery, in each case, a "Reconciliation     
Certification Date"), with respect to the three consecutive calendar months     
immediately preceding the calendar month in which such Reconciliation           
Certification Date falls.                                                       

M. EXCHANGE ACT REPORTS; ANNUAL COMPLIANCE DOCUMENTS    

            (a) Regulation AB Compliance. The Primary Servicer shall comply with
the reporting and certification requirements required to be complied with by a  
"Reporting Servicer", a "Sub-Servicer", a "Servicing Function Participant" or an
"Additional Servicer" under Article XIII of the Pooling and Servicing Agreement 
(whether or not the Primary Servicer's activities satisfy the percentage        
requirement set forth in the definition of "Servicing Function Participant"     
under the Pooling and Servicing Agreement (or, implicitly, in the definitions of
"Reporting Servicer" or "Sub-Servicer" under the Pooling and Servicing          
Agreement) or the definitional requirements of "Additional Servicer" under the  
Pooling and Servicing Agreement).                                               

            (b) General Reporting Obligations. The Primary Servicer shall comply
from time to time with the reporting and certification requirements set forth in
Section 5.13(c) with respect to each ABS Issuing Entity. For such purpose,      
Section 5.13(c) shall be construed separately in relation to each ABS Issuing   
Entity. If any mortgage loan serviced hereunder is not initially held by the    
TOP26 Trust, then any ABS Issuing Entity to which such mortgage loan may        
subsequently be transferred shall be recognized as an ABS Issuing Entity for    
purposes of this Section from and after the effective date set forth in a notice
of such transfer delivered to the Primary Servicer, which notice sets forth the 
name of the ABS Issuing Entity, the name and address of the depositor for such  
ABS Issuing Entity, the name and address of the trustee for such ABS Issuing    
Entity, the name and address of any paying agent and/or certificate             
administrator for such ABS Issuing Entity that is not the same person as the    
trustee for such ABS Issuing Entity and the name and address of the applicable  
master servicer for such ABS Issuing Entity. In no event shall such an effective
date occur earlier than the date that is five (5) Business Days following the   
delivery of such notice.                                                        

            For example and not as a limitation of the preceding paragraph, if a
hypothetical promissory note designated "Note A-1" and a hypothetical promissory
note designated "Note A-2" are secured by the same mortgaged property, such     
"Note A-1" is held by the TOP26 Trust and such "Note A-2" is held by a different
commercial mortgage trust, then (i) one set of the reports required hereunder   
must be prepared and delivered with respect to the trust that holds such "Note  
A-1" and a second set of the reports required hereunder must be prepared and    
delivered with                                                                  

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respect to the trust that holds such "Note A-2", (ii) for purposes of measuring 
percentages of pool assets, the first set of reports must reflect (where        
applicable) a measurement of percentages of pool assets by reference to the pool
of assets held by the trust that holds such "Note A-1" and the second set of    
reports must reflect (where applicable) a measurement of percentages of pool    
assets by reference to the pool of assets held by the trust that holds such     
"Note A-2" and (iii) references in the succeeding provisions of this Section to 
the "ABS Issuing Entity" shall mean, for purposes of the first set of reports,  
the trust that holds such "Note A-1" and, for purposes of the second set of     
reports, the trust that holds such "Note A-2".                                  

           (c) Certain Reports, Certifications and Compliance Information. The
Primary Servicer shall comply with the following provisions:                    

              (i) Form 8-K Information. With respect to each ABS Issuing
Entity (for so long as it is subject to Exchange Act reporting      
   requirements), not later than the date set forth in Section 13.9 of the
     Pooling and Servicing Agreement with respect to any event described below
   of which the Primary Servicer becomes aware, the Primary Servicer shall
      deliver to the Depositor or other Applicable Depositor (with a copy to the
Master Servicer) a report (a "Primary Servicer Form 8-K Information 
      Report") setting forth all of the information regarding such event that is
      required to be included in a Current Report on Form 8-K ("Form 8-K") under
    the Exchange Act, to the extent that such information relates (i) to the
Primary Servicer or (ii) to the mortgage loans serviced by (and a   
    servicing function of) the Primary Servicer hereunder. Such events shall
consist of:                                                         

             (A) a termination or expiration of a material
subservicing agreement;                                 

               (B) any instances of a bankruptcy or insolvency
        proceeding described in Item 1.03(a) or Item 1.03(b) of Form 8-K
  involving the Primary Servicer or any Significant Obligor;

            (C) the resignation, removal, replacement or
          substitution of a sub-Primary Servicer that constitutes a servicer
            described by Item 1108(a)(2) of Regulation AB, or the appointment of
       a new such sub-Primary Servicer (in which case the report shall
           state the date the event occurred and the circumstances surrounding
      the change, provide the disclosure required by Item 1108(d) of
      Regulation AB regarding the servicer change and, if a new such
          sub-Primary Servicer that constitutes a servicer described in Item
   1108(a)(3) of Regulation AB has been appointed, provide the
         information required by Item 1108(b) through (d) of Regulation AB
        regarding such sub-Primary Servicer, and, to the extent that any
        information called for by this clause regarding such sub-Primary
       Servicer is not determined or is unavailable at the time of the
          required filing, the Primary Servicer shall include a statement to
           this effect in the report and then must deliver an amendment to the
            report containing such information within one Business Day after the
     information is determined or becomes available to the Primary
Servicer); and                                          

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                       (D) financial statements and exhibits, if any, required
by Item 9.01 of Form 8-K.                               

                (ii) Form 10-D Information. With respect to each ABS Issuing
     Entity and each Distribution Date (for so long as such ABS Issuing Entity
  is subject to Exchange Act reporting requirements), not later than the
date (in each month) set forth in Section 13.6 of the Pooling and   
    Servicing Agreement, the Primary Servicer shall deliver to the Depositor
or other Applicable Depositor (with a copy to the Master Servicer) a
    report (a "Primary Servicer Form 10-D Information Report") setting forth
      all of the information that is required to be included in the Asset-Backed
    Issuer Distribution Report on Form 10-D ("Form 10-D") under the Exchange
 Act relating to the Distribution Date occurring in such month, to the
    extent that such information relates (i) to the Primary Servicer or (ii)
to the mortgage loans serviced by (and a servicing function of) the 
    Primary Servicer hereunder; provided, however, that the Primary Servicer
 shall be required to deliver a Primary Servicer Form 10-D Information
   Report each month only to the extent that an event requiring disclosure
      under Form 10-D has occurred in such month, non-delivery of such report in
      any given month being deemed to constitute a representation by the Primary
    Servicer that no such event has occurred in such month. Such information
shall include, without limitation:                                  

                   (A) a description of any material legal proceedings
            involving the Primary Servicer or changes in the status thereof, all
          as contemplated by Item 2 of Form 10-D and Item 1117 of Regulation
AB referred to therein;                                 

                       (B) if any mortgage loan serviced hereunder and held by
            the ABS Issuing Entity involves a Significant Obligor, the financial
        information regarding such obligor that is required by Item 6 of
           Form 10-D and Item 1112(b) of Regulation AB referred to therein, to
            the extent such information is available to the Primary Servicer (it
       being hereby acknowledged by the Primary Servicer that it shall
        request, and shall use reasonable efforts in accordance with the
         Servicing Standard to obtain, such information from the obligor);

                   (C) any change in the information described in Item
1100(b)(5) of Regulation AB;                            

                     (D) the information described in Items 1121(a)(5) and
           1121(a) (6) of Regulation AB (to the extent such information is not
in the CMSA reports described in Article I hereof); and 

                      (E) exhibits, if any, required by Item 9 of Form 10-D.

             (iii) Form 10-K Information (Other than Annual Compliance
    Information). With respect to each ABS Issuing Entity (for so long as it
  is subject to Exchange Act reporting requirements), not later than the
     date in each month set forth in Section 13.7 of the Pooling and Servicing
Agreement, the Primary Servicer shall deliver                       

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     to the Depositor or other Applicable Depositor (with a copy to the Master
  Servicer) a report (a "Primary Servicer Form 10-K Information Report")
   setting forth all of the information (other than a report regarding its
     assessment of compliance, a report by a registered public accounting firm
    that attests to and reports on such assessment report and a statement of
    compliance, which reports and statements shall be governed by subsection
     (c)(iv)) that is required to be included in an Annual Report on Form 10-K
      (a "Form 10-K") under the Exchange Act relating to the most recently ended
 calendar year, to the extent that such information relates (i) to the
Primary Servicer or (ii) to the mortgage loans serviced by (and a   
   servicing function of) the Primary Servicer hereunder. Such information
shall include, without limitation:                                  

                        (A) any information regarding legal proceeding involving
            the Primary Servicer that is required to be reported by or on behalf
           of the ABS Issuing Entity on such Form 10-K pursuant to Instruction
          J(2)(d) to Form 10-K and Item 1117 of Regulation AB referred to in
such instruction;                                       

                       (B) if any mortgage loan serviced hereunder and held by
           such ABS Issuing Entity relates to a Significant Obligor of the ABS
        Issuing Entity, the financial information regarding such obligor
     that is required by Instruction J(2)(b) to Form 10-K and Item
     1112(b) of Regulation AB referred to in such instruction; and

               (C) the following descriptions of affiliations:

                            (I) a description of the existence and nature of
                  any affiliation between the Primary Servicer, on the one hand,
               and any other person or entity described in Item 1119(a) of
                 Regulation AB, on the other, that is required to be described
          in such Form 10-K under Item 1119(a) of Regulation AB;

                             (II) a description of the existence and character
               of any relationship, agreement, arrangement, transaction or
                  understanding between the Primary Servicer or any affiliate of
               the Primary Servicer, on the one hand, and any of the other
              parties described in Item 1119(a) of Regulation AB, on the
             other, that is required to be described in such Form 10-K
under Item 1119(b) of Regulation AB; and    

                             (III) a description of any specific relationships
                between the Primary Servicer or any affiliate of the Primary
           Servicer, on the one hand, and any of the other parties
               described in Item 1119(c) of Regulation AB (as construed in
            relation to each of the Trust and each other ABS Issuing
            Entity separately), on the other, that is required to be
                described in such Form 10-K under Item 1119(c) of Regulation
AB.                                         

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                 (iv) Annual Compliance Information. Not later than March 1 of
    each year, the Primary Servicer shall deliver to the Master Servicer the
following reports and certifications:                               

                        (A) a report regarding its assessment of compliance with
          the servicing criteria specified in Item 1122(d) of Regulation AB,
           as of and for the period ending the end of the prior calendar year,
       with respect to asset-backed securities transactions taken as a
            whole that are backed by the same asset type as that included in the
     ABS Issuing Entity, which report of assessment shall or would
  conform to the criteria set forth in Item 1122(a) and Item
1122(c)(1) of Regulation AB;                            

                        (B) a report by a registered public accounting firm that
   attests to, and reports on, the assessment described in the
         preceding clause (A), which report shall be made in a manner that
 conform or would conform to the standards for attestation
      engagements issued or adopted by the Public Company Accounting
         Oversight Board and shall or would conform to the requirements of
Item 1122(b) and Item 1122(c)(1) of Regulation AB; and  

                       (C) a statement of compliance from the Primary Servicer
       that shall or would comply with Item 1123 of Regulation AB, and
       signed by an authorized officer of the Primary Servicer, to the
      effect that: (a) a review of the Primary Servicer's activities
    during the then most-recently ended calendar year and of its
           performance under this Agreement has been made under such officer's
          supervision and (b) to the best of such officer's knowledge, based
         on such review, the servicer has fulfilled all of its obligations
         under this Agreement in all material respects throughout the then
            most-recently ended calendar year or, if there has been a failure to
            fulfill any such obligation in any material respect, specifying each
    such failure known to such officer and the nature and status
thereof.                                                

                 (v) Sarbanes-Oxley Back-Up Certification. Simultaneously with
  its delivery of the Primary Servicer Form 10-K Information Report, the
      Primary Servicer shall execute and deliver to or as directed by the Master
  Servicer and/or the Applicable Depositor a backup certification, which
      shall be substantially in the form attached as Exhibit CC-1 to the Pooling
 and Servicing Agreement in support of any certification obligation to
    which the Master Servicer, the depositor for the ABS Issuing Entity, the
trustee for the ABS Issuing Entity, the master servicer for the ABS 
     Issuing Entity (if other than the Master Servicer) or other similar party
  is subject under the governing agreement for the ABS Issuing Entity in
    connection with the certification requirements of the Sarbanes-Oxley Act
    of 2002, as amended, and Rule 302 of the Regulations with respect to the
 mortgage loans serviced by the Primary Servicer under this Agreement.

(d)   [Reserved.]                                       

            (e) Forms of Reports. Each report and certification delivered by the
Primary Servicer shall appear under a cover substantially in the form attached  
hereto as Exhibit E. Each                                                       

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report, certification and statement that is delivered or rendered by the Primary
Servicer itself shall be signed by an officer of the Primary Servicer           
responsible for reviewing the activities performed by the Primary Servicer under
this Agreement. Each report delivered by the Primary Servicer that contains     
Primary Servicer Form 8-K Reporting Information, Primary Servicer Form 10-D     
Reporting Information or Primary Servicer Form 10-K Reporting Information shall 
appear in the same form that a Form 8-K, Form 10-D or Form 10-K is required to  
appear under the Regulations, except that such report shall:                    

            (i) omit the cover page that would be required under the
   applicable form under the Regulations (but the report shall nonetheless
     appear under a cover substantially in the form attached hereto as Exhibit
E, as contemplated above); and                                      

                  (ii) omit to comply with the signature requirements that would
 apply under the applicable form under the Regulations (but the report
shall nonetheless be signed by an officer of the Primary Servicer   
      responsible for reviewing the activities performed by the Primary Servicer
      under this Agreement, as contemplated above, and shall contain a statement
to the effect that the report is submitted in connection with the   
  reporting obligations associated with the ABS Issuing Entity under the
Exchange Act).                                                      

           In no event shall any statement or legend (whether such
statement or legend is included in, accompanies or is referred to in a report or
certification hereunder) that purports to disclaim liability for any report or  
certification, or any portion thereof, have any force or effect to the extent   
that such limitation on liability would not be given effect under the Securities
Act, the Exchange Act or the Regulations if a similar statement or legend were  
made by or on behalf of the ABS Issuing Entity, the Master Servicer or the      
Depositor in a report or certification filed with the SEC or otherwise pursuant 
to the Regulations. The preceding statement shall not be construed to allow any 
limitation on liability that is not otherwise contemplated under this Section.  

          (f) Reliance on Information. For purposes of its obligations under
this Section, the Primary Servicer shall be entitled to rely on the following   
information to the extent that such information relates to mortgage loans that  
are not serviced under this Agreement: (i) the final prospectus supplement      
prepared by the Depositor with respect to the offering of the securities issued 
by the ABS Issuing Entity and (ii) any reports delivered from time to time by   
the Master Servicer, the master servicer for the ABS Issuing Entity (if such    
party is not the Master Servicer), the trustee for the ABS Issuing Entity and/or
the paying agent, certificate administrator or other similar party for the ABS  
Issuing Entity.                                                                 

            (g) Servicing Transfers. Notwithstanding any resignation, removal or
termination of the Primary Servicer, or any assignment of the obligations of the
Primary Servicer, pursuant to the other provisions of this Agreement, the       
Primary Servicer shall remain obligated to comply from time to time with the    
reporting and certification obligations that would have been applicable under   
subsection (c)(iii)(C) (report of affiliations), subsection (c)(iii)(D)         
(assessment of compliance and related assessment by a public accounting firm),  
subsection (c)(iii)(E) (compliance certification) and/or subsection (c)(iv)     
(Sarbanes-Oxley backup certification) in the absence of such resignation,       
removal, termination or assignment, but only to                                 

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the extent related to the time period prior to the effective date of such       
resignation, removal termination or assignment. Without limiting the generality 
of the preceding statement, if the Primary Servicer voluntarily assigns its     
obligations under this Agreement pursuant to the other provisions of this       
Agreement (or with the consent of the Master Servicer), then the successor      
Primary Servicer shall be obligated to cause the predecessor Primary Servicer to
perform the surviving reporting and certification obligations set forth above   
and the failure to do so will constitute an "event of default" on the part of   
the successor Primary Servicer.                                                 

       (h) Acknowledgments. The parties acknowledge that the terms and
conditions of this Agreement may result in the commencement of one or more      
reporting and/or certification obligations on a date that is subsequent to the  
date of this Agreement. The parties acknowledge that the provisions of this     
Section shall not be construed to require the Primary Servicer to sign any Form 
8-K, Form 10-D or Form 10-K to be filed with respect to the ABS Issuing Entity  
with the SEC (except to the extent, if any, that the Regulations require such   
signature).                                                                     

       (i) Certain Determinations. Insofar as the determination of any
reporting or certification obligation hereunder depends on an interpretation of 
the Securities Act, the Exchange Act or the Regulations, then, as between the   
Primary Servicer on the one hand, and the Master Servicer on the other, the     
determination of the Master Servicer, as set forth in a written notice to the   
Primary Servicer, shall be conclusive and binding in the absence of manifest    
error, and, for the purposes of this Agreement, the Primary Servicer shall be   
entitled to rely on any such determination. If the Primary Servicer initiates   
legal proceedings asserting an interpretation that differs from any such        
determination of the Master Servicer, as set forth in a written notice to the   
Primary Servicer, the Primary Servicer shall comply with such determination of  
the Master Servicer unless and until a final, nonappealable judgment is rendered
in connection with such proceedings, in which case such final, nonappealable    
judgment shall control. If the Primary Servicer receives notice of              
interpretations hereunder from the Master Servicer that conflict with each      
other, the Primary Servicer shall promptly notify the Master Servicer, in which 
case the Primary Servicer shall comply with the interpretation described in the 
applicable written notice from the Master Servicer.                             

            (j) Specific Regulatory Determinations. Notwithstanding any contrary
provisions set forth in this Agreement, if the SEC or its staff issues any      
order, no-action letter or staff interpretation that relates specifically to    
asset-backed securities issuers or transactions established by the Applicable   
Depositor and/or its affiliates or specifically to the applicable ABS Issuing   
Entity, then, subject to the immediately succeeding sentence, the Primary       
Servicer shall comply with such order, no-action letter or staff interpretation 
insofar as such order, no-action letter or staff interpretation, or the         
interpretations reflected therein, does or would (if implemented) affect the    
reporting and certification obligations of the Primary Servicer hereunder. The  
compliance obligation otherwise described in the preceding sentence shall not be
required unless there shall have been delivered to the Primary Servicer a notice
of such order, no-action letter or staff interpretation, which notice attaches a
copy of the applicable order, no-action letter or staff interpretation or       
relevant excerpts thereof.                                                      

(k) [Reserved.]                                         

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     (l) No Delegation. The Primary Servicer shall not delegate or
subcontract any of its duties under this Section 5.13 under any circumstances,  
notwithstanding any provisions of this Agreement that otherwise authorizes the  
Primary Servicer to delegate its obligations under this Agreement.              

          (m) Disclosure. The Primary Servicer hereby consents to the filing
with the SEC, and the unrestricted disclosure to the public, of this Agreement, 
any amendment to this Agreement and any and all reports and certifications      
delivered under this Agreement.                                                 

     (n) Changes in Law. In the event that the Securities Act, the
Exchange Act or the Regulations are amended to impose additional or more        
stringent reporting and/or certification obligations with respect to the ABS    
Issuing Entity, which additional or more stringent reporting and/or             
certification obligations are not otherwise effective pursuant to the other     
provisions of this Agreement, the parties hereto shall negotiate in good faith  
for an amendment to this Section 5.13 to result in compliance with such law or  
regulation as so amended. In the event that the Securities Act, the Exchange Act
or the Regulations are amended to reduce reporting and/or certification         
obligations with respect to the ABS Issuing Entity, the parties hereto shall    
negotiate in good faith for an amendment to this Section 5.13 to result in      
compliance with such law or regulation as so amended.                           

VII.

PRIMARY SERVICER DEFAULT; TERMINATION;
POST-TERMINATION OBLIGATIONS

      A. PRIMARY SERVICER DEFAULT Each of the following events shall
constitute a "Primary Servicer Default" hereunder:                              

     A. ANY FAILURE BY THE PRIMARY SERVICER TO REMIT TO THE MASTER
      SERVICER WHEN DUE ANY AMOUNT REQUIRED TO BE REMITTED UNDER THIS AGREEMENT;
OR                                                                  

           B. EXCEPT IN THE CASE OF SECTION 6.1(C), ANY FAILURE BY THE PRIMARY
  SERVICER DULY TO OBSERVE OR PERFORM IN ANY MATERIAL RESPECT ANY OF THE
    COVENANTS OR AGREEMENTS ON THE PART OF THE PRIMARY SERVICER CONTAINED IN
THIS AGREEMENT, WHICH FAILURE CONTINUES UNREMEDIED FOR A PERIOD OF  
TWENTY-FIVE (25) DAYS AFTER THE DATE ON WHICH WRITTEN NOTICE OF SUCH
    FAILURE, REQUIRING THE SAME TO BE REMEDIED, SHALL HAVE BEEN GIVEN BY THE
      MASTER SERVICER TO PRIMARY SERVICER; PROVIDED, HOWEVER, THAT TO THE EXTENT
THE MASTER SERVICER DETERMINES IN ITS REASONABLE DISCRETION THAT THE
   PRIMARY SERVICER IS IN GOOD FAITH ATTEMPTING TO REMEDY SUCH FAILURE AND
    THE CERTIFICATEHOLDERS AND HOLDERS OF ANY B NOTE SHALL NOT BE MATERIALLY
AND ADVERSELY AFFECTED THEREBY, SUCH CURE PERIOD                    

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     MAY BE EXTENDED TO THE EXTENT NECESSARY TO PERMIT THE PRIMARY SERVICER TO
      CURE SUCH FAILURE; PROVIDED, HOWEVER, THAT SUCH CURE PERIOD MAY NOT EXCEED
      SIXTY (60) DAYS; AND PROVIDED, FURTHER, THAT IF SUCH FAILURE TO OBSERVE OR
   PERFORM ON THE PART OF THE PRIMARY SERVICER WOULD RESULT IN AN EVENT OF
DEFAULT (OR AN EVENT THAT WITH NOTICE OR THE PASSAGE OF TIME WOULD  
 CONSTITUTE SUCH AN EVENT OF DEFAULT) BY THE MASTER SERVICER UNDER THE
      POOLING AND SERVICING AGREEMENT OR APPLICABLE A/B INTERCREDITOR AGREEMENT,
      THEN THE CURE PERIODS DESCRIBED IN THIS SECTION 6.1(B) SHALL NOT APPLY; OR

            C. ANY BREACH OF THE REPRESENTATIONS AND WARRANTIES MADE PURSUANT TO
  SECTION 2.4(B) HEREOF OR ANY FAILURE BY THE PRIMARY SERVICER TO COMPLY
     WITH ONE OR MORE PROVISIONS OF SECTION 5.13 OR CLAUSE (D) OF ARTICLE VII;
PROVIDED, HOWEVER, THAT ALL OF THE FOLLOWING PROVISIONS SHALL APPLY:

            (A) to the extent the Master Servicer determines, in its
         reasonable discretion, following consultation with the Applicable
           Depositor, that the Primary Servicer is in good faith attempting to
         remedy such failure and no Certification Party will be materially
            and adversely affected by giving the Primary Servicer an opportunity
to cure such failure, the Master Servicer may, following
    consultation with the Applicable Depositor, give the Primary
Servicer such opportunity;                              

              (B) the period of time to cure such failure may not exceed
three (3) days;                                         

                  (C) no such cure period shall apply if such failure to perform
          on the part of the Primary Servicer would result in either failure
  by the Master Servicer (or the master servicer in an Other
         Securitization) to submit to the Depositor (or another Applicable
          Depositor, as applicable), or failure by the Depositor (or another
        Applicable Depositor) to submit to the SEC, timely, complete and
     accurate reports of the type described in Article XIII of the
Pooling and Servicing Agreement;                        

               (D) unless the Master Servicer otherwise consents, the cure
           period described in this Section 6.1(c) shall end on the earlier of
            (I) the date on which the Master Servicer has delivered (or would be
        required to deliver) a report or certification to the Applicable
        Depositor or to the SEC, which report is or would be inaccurate,
          incomplete or unable to be rendered as a result of such failure of
      the Primary Servicer and (II) the date on which the Applicable
          Depositor has delivered (or would be required to deliver) a report
            or certification to the SEC, which report is or would be inaccurate,
          incomplete or unable to be rendered as a result of such failure of
the Primary Servicer; and                               

              (E) if, following the Primary Servicer's failure to comply
          with any of its obligations under Section 5.13(c)(i), 5.13(c)(ii),
      5.13(c)(iii), 5.13(c)(iv)(A), 5.13(c)(iv)(B) or 5.13(c)(iv)(C)
           hereof on or prior to the dates by which such obligations are to be
          performed pursuant to, and as set forth in, such Sections, (x) the
           Primary Servicer subsequently complies with such obligations before
        the Master Servicer gives written notice to the Primary Servicer
        that it is terminated in accordance with this Section 6.1(c) and
          Section 6.2, (y) the Primary Servicer's failure to comply does not
cause                                                   

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        termination of the Master Servicer under Section 8.28(a)(xi) and
            Section 8.29 of the Pooling and Servicing Agreement, (z) the Primary
            Servicer's failure to comply does not cause the Paying Agent to fail
            in its obligations to timely file the related Form 8-K, Form 10-D or
          Form 10-K, as the case may be, by the related 8-K Filing Deadline,
          10-D Filing Deadline or 10-K Filing Deadline, then such failure of
     the Primary Servicer to so comply shall cease to be a Primary
            Servicer Default under this Section 6.1(c) on the date on which such
Form 8-K, Form 10-D or Form 10-K is so filed; or        

            D. ANY BREACH OF THE REPRESENTATIONS AND WARRANTIES MADE PURSUANT TO
    SECTION 2.4(A) HEREOF THAT MATERIALLY AND ADVERSELY AFFECTS THE INTEREST
OF THE MASTER SERVICER AND THAT CONTINUES UNREMEDIED FOR A PERIOD OF
TWENTY-FIVE (25) DAYS AFTER THE DATE ON WHICH WRITTEN NOTICE OF SUCH
   BREACH, REQUIRING THE SAME TO BE REMEDIED, SHALL HAVE BEEN GIVEN BY THE
      MASTER SERVICER TO PRIMARY SERVICER; PROVIDED, HOWEVER, THAT TO THE EXTENT
THE MASTER SERVICER DETERMINES IN ITS REASONABLE DISCRETION THAT THE
      PRIMARY SERVICER IS IN GOOD FAITH ATTEMPTING TO REMEDY SUCH BREACH AND THE
    CERTIFICATEHOLDERS AND HOLDERS OF ANY B NOTE SHALL NOT BE MATERIALLY AND
      ADVERSELY AFFECTED THEREBY, SUCH CURE PERIOD MAY BE EXTENDED TO THE EXTENT
   NECESSARY TO PERMIT THE PRIMARY SERVICER TO CURE SUCH BREACH; PROVIDED,
HOWEVER, THAT SUCH CURE PERIOD MAY NOT EXCEED SIXTY (60) DAYS; AND  
 PROVIDED, FURTHER, THAT IF SUCH FAILURE TO PERFORM ON THE PART OF THE
  PRIMARY SERVICER RESULTS IN AN EVENT OF DEFAULT (OR AN EVENT THAT WITH
    NOTICE OR THE PASSAGE OF TIME WOULD CONSTITUTE SUCH AN EVENT OF DEFAULT)
BY THE MASTER SERVICER UNDER THE POOLING AND SERVICING AGREEMENT OR 
      APPLICABLE A/B INTERCREDITOR AGREEMENT, THEN THE CURE PERIODS DESCRIBED IN
THIS SECTION 6.1(C) SHALL NOT APPLY; OR                             

 E. ANY RATING AGENCY SHALL QUALIFY, LOWER OR WITHDRAW THE
   OUTSTANDING RATING OF ANY CLASS OF CERTIFICATES BECAUSE THE PROSPECTIVE
  FINANCIAL CONDITION OR MORTGAGE LOAN SERVICING CAPACITY OF THE PRIMARY
SERVICER IS INSUFFICIENT TO MAINTAIN SUCH RATING; OR                

          F. A DECREE OR ORDER OF A COURT OR AGENCY OR SUPERVISORY AUTHORITY
HAVING JURISDICTION IN THE PREMISES IN AN INVOLUNTARY CASE UNDER ANY
    PRESENT OR FUTURE FEDERAL OR STATE BANKRUPTCY, INSOLVENCY OR SIMILAR LAW
  FOR THE APPOINTMENT OF A CONSERVATOR, RECEIVER, LIQUIDATOR, TRUSTEE OR
 SIMILAR OFFICIAL IN ANY BANKRUPTCY, INSOLVENCY, READJUSTMENT OF DEBT,
    MARSHALLING OF ASSETS AND LIABILITIES OR SIMILAR PROCEEDINGS, OR FOR THE
     WINDING-UP OR LIQUIDATION OF ITS AFFAIRS, SHALL HAVE BEEN ENTERED AGAINST
THE PRIMARY SERVICER AND SUCH                                       

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     DECREE OR ORDER SHALL HAVE REMAINED IN FORCE UNDISCHARGED OR UNSTAYED FOR
A PERIOD OF 60 DAYS; OR                                             

     G. THE PRIMARY SERVICER SHALL CONSENT TO THE APPOINTMENT OF A
 CONSERVATOR, RECEIVER, LIQUIDATOR, TRUSTEE OR SIMILAR OFFICIAL IN ANY
   BANKRUPTCY, INSOLVENCY, READJUSTMENT OF DEBT, MARSHALLING OF ASSETS AND
LIABILITIES OR SIMILAR PROCEEDINGS OR OF OR RELATING TO ALL OR      
SUBSTANTIALLY ALL OF ITS PROPERTY; OR                               

           H. THE PRIMARY SERVICER SHALL ADMIT IN WRITING ITS INABILITY TO PAY
     ITS DEBTS GENERALLY AS THEY BECOME DUE, FILE A PETITION TO TAKE ADVANTAGE
    OF ANY APPLICABLE BANKRUPTCY, INSOLVENCY OR REORGANIZATION STATUTE, MAKE
AN ASSIGNMENT FOR THE BENEFIT OF ITS CREDITORS, VOLUNTARILY SUSPEND 
      PAYMENT OF ITS OBLIGATIONS, OR TAKE ANY CORPORATE ACTION IN FURTHERANCE OF
THE FOREGOING; OR                                                   

          I. ANY OTHER EVENT CAUSED BY THE PRIMARY SERVICER WHICH CREATES AN
    EVENT OF DEFAULT (OR AN EVENT THAT WITH NOTICE OR THE PASSAGE TIME WOULD
    CONSTITUTE OR RESULT IN SUCH AN EVENT OF DEFAULT) OF THE MASTER SERVICER
   UNDER THE POOLING AND SERVICING AGREEMENT OR UNDER AN A/B INTERCREDITOR
AGREEMENT; OR                                                       

          J. IF PRIMARY SERVICER BECOMES OR SERVES AS MASTER SERVICER AT ANY
   TIME, ANY FAILURE BY THE PRIMARY SERVICER DULY TO OBSERVE OR PERFORM IN
      ANY MATERIAL RESPECT ANY OF THE COVENANTS OR AGREEMENTS OF MASTER SERVICER
   UNDER THE POOLING AND SERVICING AGREEMENT OR UNDER AN A/B INTERCREDITOR
  AGREEMENT, WHICH FAILURE CONTINUES UNREMEDIED BEYOND THE EXPIRATION OF
APPLICABLE CURE PERIODS.                                            

           Primary Servicer agrees to give prompt written notice to the Master
Servicer and the Depositor (and any other Applicable Depositor) upon the        
occurrence of any Primary Servicer Default.                                     

     B. TERMINATION 1. THE OBLIGATIONS AND RESPONSIBILITIES OF THE
PRIMARY SERVICER AS CREATED HEREBY (OTHER THAN AS EXPRESSLY PROVIDED HEREIN)    
SHALL TERMINATE UPON THE EARLIEST TO OCCUR OF (I) THE RECEIPT BY THE PRIMARY    
SERVICER OF THE MASTER SERVICER'S WRITTEN NOTICE OF SUCH TERMINATION DELIVERED  
AT THE MASTER SERVICER'S OPTION FOLLOWING THE OCCURRENCE OF A PRIMARY SERVICER  
DEFAULT OTHER THAN AS DESCRIBED IN SECTION 6.1(C), (II) THE OCCURRENCE OF A     
PRIMARY SERVICER DEFAULT DESCRIBED IN SECTION 6.1(C) AND (III) THE LATER OF THE 
FINAL PAYMENT OR OTHER LIQUIDATION OF (X) THE LAST MORTGAGE LOAN OR (Y) THE A/B 
MORTGAGE LOAN (THE "PRIMARY SERVICING                                           

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TERMINATION DATE"). FROM AND AFTER THE PRIMARY SERVICING TERMINATION DATE, THE  
PRIMARY SERVICER SHALL, IF APPLICABLE, CONTINUE TO COOPERATE IN THE TRANSFER OF 
PRIMARY SERVICING, INCLUDING THE DELIVERY OF FILES AND TRANSFER OF ACCOUNTS AS  
CONTEMPLATED HEREBY BUT SHALL HAVE NO FURTHER OBLIGATIONS UNDER THIS AGREEMENT. 

            Without limiting the foregoing, the Primary Servicer agrees that the
rights and duties of the Master Servicer under this Agreement, the Pooling and  
Servicing Agreement and each A/B Intercreditor Agreement may be assumed by a    
successor Master Servicer or the Trustee upon a termination of the Master       
Servicer's servicing rights pursuant to the Pooling and Servicing Agreement.    

           Primary Servicer's rights and obligations shall expressly survive a
termination of Master Servicer's servicing rights pursuant to the Pooling and   
Servicing Agreement (except a termination of Master Servicer caused by a Primary
Servicer Default). In the event of such a termination, any successor Master     
Servicer or the Trustee (if it assumes the servicing obligations of the Master  
Servicer) shall be deemed to automatically have assumed and agreed to this      
Agreement without further action upon becoming the successor Master Servicer.   

           Upon the request of Primary Servicer, Master Servicer shall confirm
to Primary Servicer in writing that this Agreement remains in full force and    
effect. Upon the request of Primary Servicer, the successor Master Servicer or  
Trustee, as applicable, shall confirm to Primary Servicer in writing that this  
Agreement remains in full force and effect. Upon the request of the successor   
Master Servicer or Trustee, Primary Servicer shall confirm to the successor     
Master Servicer or Trustee, as applicable, in writing that this Agreement       
remains in full force and effect.                                               

         2. THE MASTER SERVICER'S REIMBURSEMENT OBLIGATIONS TO THE PRIMARY
SERVICER HEREUNDER SHALL SURVIVE THE PRIMARY SERVICING TERMINATION DATE, BUT    
ONLY TO THE EXTENT SUCH REIMBURSEMENT RELATES TO A PERIOD PRIOR TO THE          
TERMINATION OF ALL OF THE PRIMARY SERVICER'S OBLIGATIONS HEREUNDER.             

           3. THE RIGHTS OF MASTER SERVICER TO TERMINATE PRIMARY SERVICER UPON
THE OCCURRENCE OF A PRIMARY SERVICER DEFAULT SHALL BE IN ADDITION TO ANY OTHER  
RIGHTS MASTER SERVICER MAY HAVE AT LAW OR IN EQUITY, INCLUDING INJUNCTIVE RELIEF
OR SPECIFIC PERFORMANCE.                                                        

           C. POST-TERMINATION OBLIGATIONS 1. IN THE EVENT OF A TERMINATION OF
PRIMARY SERVICING DUE TO A PRIMARY SERVICER DEFAULT, THE PRIMARY SERVICER SHALL 
PROMPTLY DELIVER THE PRIMARY SERVICER SERVICING DOCUMENTS AS DIRECTED BY THE    
MASTER SERVICER AND REMIT TO THE MASTER SERVICER, BY WIRE TRANSFER OF           
IMMEDIATELY AVAILABLE FUNDS, ALL CASH HELD BY THE PRIMARY SERVICER WITH RESPECT 
TO THE RELATED MORTGAGE LOANS AND A/B MORTGAGE LOANS, AND SHALL, IF SO REQUESTED
BY THE MASTER SERVICER, ASSIGN TO THE MASTER SERVICER OR A SUCCESSOR PRIMARY    
SERVICER, AS DIRECTED BY THE MASTER SERVICER, AND                               

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IN SUCH EVENT THE MASTER SERVICER SHALL ASSUME, OR CAUSE THE SUCCESSOR PRIMARY  
SERVICER TO ASSUME, ALL SERVICE CONTRACTS RELATED TO THE MORTGAGE LOANS AND THE 
A/B MORTGAGE LOANS TRANSFERRED THEREON BUT ONLY TO THE EXTENT SUCH CONTRACTS ARE
ASSIGNABLE AND THE REQUIRED CONSENTS (IF ANY) TO SUCH ASSIGNMENTS HAVE BEEN     
OBTAINED. THE PRIMARY SERVICER SHALL USE ALL REASONABLE EFFORTS TO OBTAIN THE   
CONSENTS REQUIRED TO EFFECT SUCH ASSIGNMENTS.                                   

           2. ON AND AFTER THE PRIMARY SERVICING TERMINATION DATE, THE PRIMARY
SERVICER SHALL PROMPTLY ENDORSE AND SEND TO THE MASTER SERVICER VIA OVERNIGHT   
MAIL OR DELIVERY SERVICE ANY CHECKS OR OTHER FUNDS IN RESPECT OF ANY MORTGAGE   
LOAN AND ANY A/B MORTGAGE LOAN WHICH ARE RECEIVED BY THE PRIMARY SERVICER.      

    3. THE PRIMARY SERVICER SHALL PROVIDE TO THE MASTER SERVICER
PROMPTLY (BUT IN NO EVENT LATER THAN TEN (10) BUSINESS DAYS) AFTER THE PRIMARY  
SERVICING TERMINATION DATE THE FOLLOWING INFORMATION, IN EACH CASE AS OF SUCH   
DATE: (A) A LEDGER ACCOUNTING ITEMIZING THE DATES AND AMOUNTS OF ALL PAYMENTS   
MADE, RECEIVED OR APPLIED BY THE PRIMARY SERVICER WITH REGARD TO EACH MORTGAGE  
LOAN AND EACH A/B MORTGAGE LOAN, FURTHER ITEMIZING PRINCIPAL AND INTEREST       
PAYMENTS, TAX PAYMENTS, SPECIAL ASSESSMENTS, HAZARD INSURANCE, MORTGAGE         
INSURANCE PREMIUMS, GROUND RENTS, IF ANY, AND ALL OTHER PAYMENTS AND (B) A      
CURRENT TRIAL BALANCE FOR EACH SUCH MORTGAGE LOAN AND A/B MORTGAGE LOAN.        

      4. ON A DATE TO BE AGREED UPON BY THE PRIMARY SERVICER AND THE
MASTER SERVICER, BUT NOT LATER THAN THE BUSINESS DAY FOLLOWING THE PRIMARY      
SERVICING TERMINATION DATE, THE PRIMARY SERVICER SHALL COMMENCE AND CONTINUE    
DILIGENTLY TO COMPLETION AT ITS OWN EXPENSE, TO NOTIFY MORTGAGORS UNDER THE     
RELATED MORTGAGE LOANS AND A/B MORTGAGE LOANS OF THE ADDRESS TO WHICH PAYMENTS  
ON SUCH MORTGAGE LOANS AND A/B MORTGAGE LOANS SHOULD BE SENT AFTER THE PRIMARY  
SERVICING TERMINATION DATE; PROVIDED, HOWEVER, THAT IN ANY EVENT, PRIMARY       
SERVICER SHALL BE OBLIGATED TO NOTIFY MORTGAGORS WITHIN SEVEN (7) BUSINESS DAYS 
OF THE PRIMARY SERVICING TERMINATION DATE.                                      

    5. THE PRIMARY SERVICER SHALL PROMPTLY FORWARD TO THE MASTER
SERVICER, AT THE PRIMARY SERVICER'S EXPENSE ALL MORTGAGOR CORRESPONDENCE,       
INSURANCE NOTICES, TAX BILLS OR ANY OTHER CORRESPONDENCE OR DOCUMENTATION       
RELATED TO ANY MORTGAGE LOAN AND ANY A/B MORTGAGE LOAN WHICH IS RECEIVED BY THE 
PRIMARY SERVICER AFTER THE PRIMARY SERVICING TERMINATION DATE.                  

        6. THE PRIMARY SERVICER SHALL OTHERWISE COOPERATE IN THE ORDERLY
TRANSFER OF THE SERVICING OF THE MORTGAGE LOANS AND                             

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A/B MORTGAGE LOANS AND SHALL FORWARD TO THE MASTER SERVICER AND ANY SUCCESSOR   
PRIMARY SERVICER SUCH DOCUMENTS AS IT MAY RECEIVE FROM TIME TO TIME REGARDING   
ANY MORTGAGE LOAN OR A/B MORTGAGE LOAN TRANSFERRED AND PROVIDE SUCH OTHER       
ASSISTANCE AS MAY REASONABLY BE REQUIRED BY THE MASTER SERVICER OR ANY SUCCESSOR
PRIMARY SERVICER REGARDING SUCH TRANSFER.                                       

            7. THE PRIMARY SERVICER SHALL BE ENTITLED TO ALL FEES, COMPENSATION,
INTEREST AND EARNINGS ON THE MORTGAGE LOANS AND A/B MORTGAGE LOANS ACCRUED      
THROUGH THE DATE OF TERMINATION OF ITS OBLIGATIONS AND RIGHTS UNDER THIS        
AGREEMENT; PROVIDED, HOWEVER, PRIMARY SERVICER SHALL CONTINUE TO COLLECT THE    
EXCESS SERVICING FEE AFTER TERMINATION IN ACCORDANCE WITH THE TERMS OF THIS     
AGREEMENT AND THE POOLING AND SERVICING AGREEMENT.                              

         D. ADDITIONAL TERMINATION Notwithstanding any provision herein to
the contrary, this Agreement shall terminate with respect to any individual     
Mortgage Loan or A/B Mortgage Loan (i) if and when such Mortgage Loan or A/B    
Mortgage Loan becomes a Specially Serviced Mortgage Loan or an REO Mortgage Loan
or (ii) if and when such Mortgage Loan or A/B Mortgage Loan is sold or otherwise
disposed of by or on behalf of the Trust (which sale or disposition shall not   
include the transformation of a Mortgage Loan or A/B Mortgage Loan into a       
Defeasance Loan). In the event of such termination, the Primary Servicer shall  
comply with Section 6.3 as if a Primary Servicer Default had occurred, except   
that such Section shall be construed to relate only to such Mortgage Loan or A/B
Mortgage Loan and references therein to Primary Servicing Termination Date shall
be construed to mean the date of such termination, and (ii) the Primary Servicer
shall cooperate in the orderly transfer of the servicing of such Mortgage Loan  
or A/B Mortgage Loan and shall forward to the Master Servicer such documents as 
it may receive from time to time with respect thereto and provide such other    
assistance as may reasonably be required by the Master Servicer with respect    
thereto. Primary Servicer shall be entitled to all fees, compensation, interest 
and earnings on such Mortgage Loan or A/B Mortgage Loan accrued through the date
of termination of its obligations and rights with respect to such Mortgage Loan 
or A/B Mortgage Loan under this Agreement; provided, however, Primary Servicer  
shall continue to collect the Excess Servicing Fee after termination in         
accordance with the terms of this Agreement and the Pooling and Servicing       
Agreement. If such Mortgage Loan or A/B Mortgage Loan subsequently becomes a    
Rehabilitated Mortgage Loan, then the Primary Servicer shall promptly resume the
servicing of such Mortgage Loan or A/B Mortgage Loan in accordance with the     
terms hereof.                                                                   

VIII. 
SUBCONTRACTORS

          Upon prior notice to but without the consent of Master Servicer in
the case of material subcontracts and without prior notice to or the prior      
written consent of the Master Servicer in the case of non-material subcontracts,
the Primary Servicer shall be permitted to employ, at its own expense,          
subcontractors to perform the Services for the Mortgage Loans and A/B Mortgage  
Loans; provided, however, that (a) the Primary Servicer shall remain fully      
liable at all times for the performance of all Services and for all other       
obligations hereunder; (b) in no                                                

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event shall any such subcontractors make any of the decisions, be given         
discretion to make any decisions, or have any authority to make any decisions,  
required as part of a Category 1 Request or Category 2 Request or any decision  
or recommendation involving the exercise of the Primary Servicer's discretion as
a "lender" under any of the Loan Documents for the Mortgage Loans and the A/B   
Mortgage Loans; (c) the Primary Servicer shall maintain and perform policies and
procedures to monitor such subcontractors' performance of the services for which
they are employed; and (d)(i) the Primary Servicer shall not, for so long as any
ABS Issuing Entity is subject to the reporting requirements of the Exchange Act,
engage any "Subcontractor" (as defined in the Pooling and Servicing Agreement)  
after the Closing Date without the Master Servicer's and the Depositor's prior  
written consent, which, in either case, shall not be unreasonably withheld and  
(ii) the Primary Servicer shall, with respect to each such Subcontractor with   
which it has entered into a servicing relationship with respect to the Mortgage 
Loans after the Closing Date, (A) include in a written agreement between the    
Primary Servicer and such Subcontractor provisions analogous to those of Section
5.13 hereof, Section 6.1(c) hereof, Section 2.4(b) hereof, this clause (d) of   
this Article VII, the last sentence of Section 10.11 hereof, the last sentence  
of Section 10.13 hereof and the last sentence of Section 13.14 of the Pooling   
and Servicing Agreement and (B) use reasonable efforts to cause such            
Subcontractor to comply with the report delivery, indemnification and           
contribution obligations set forth in such analogous provisions.                

IX. 
 PRIMARY SERVICER TO HOLD PROPERTY FOR THE MASTER SERVICER

       All records relating to the Mortgage Loans and the A/B Mortgage
Loans held by the Primary Servicer, including but not limited to the Primary    
Servicer Servicing Documents, mortgage servicing documents, books, computer     
tapes and other documents and records (except for microfilm records) as well as 
any reproductions or copies of such records furnished for the purposes of       
performing Services from the Cut-off Date are, and shall continue at all times  
to be, held by the Primary Servicer for the benefit of the Master Servicer and  
for the Trustee and shall not be released, disseminated or otherwise made       
available to third parties without the prior written consent of the Master      
Servicer.                                                                       

X.
 INDEMNIFICATION

     A. PRIMARY SERVICER'S INDEMNITY 1. THE PRIMARY SERVICER SHALL
INDEMNIFY THE MASTER SERVICER, ITS OFFICERS, EMPLOYEES AND AGENTS AGAINST, AND  
HOLD THE MASTER SERVICER HARMLESS FROM, ANY AND ALL LOSSES, LIABILITIES,        
EXPENSES, CLAIMS, DEMANDS, COSTS, OR JUDGMENT OF ANY TYPE AGAINST THE MASTER    
SERVICER ARISING OUT OF OR RELATED TO (I) A NEGLIGENT OR WILLFUL FAILURE OF THE 
PRIMARY SERVICER OR ANY PERSON HIRED BY THE PRIMARY SERVICER TO PERFORM PROPERLY
ANY OF THE SERVICES TO BE PERFORMED BY THE PRIMARY SERVICER PURSUANT TO THE     
PAYMENT AND COLLECTION DESCRIPTION, THE PAYMENT AND MORTGAGE LOAN STATUS        
REPORTS, POST CLOSING MATTERS DESCRIPTION AND TASK DESCRIPTION, (II) ANY FAILURE
BY THE PRIMARY SERVICER TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, OR     
(III) BREACH OF ANY                                                             

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OF THE PRIMARY SERVICER'S REPRESENTATIONS AND WARRANTIES HEREUNDER; PROVIDED,   
HOWEVER, THAT THE PRIMARY SERVICER SHALL NOT BE REQUIRED TO INDEMNIFY THE MASTER
SERVICER, ITS OFFICERS, EMPLOYEES OR AGENTS AGAINST OR HOLD THE MASTER SERVICER,
ITS OFFICERS, EMPLOYEES OR AGENTS HARMLESS FROM ANY LOSSES TO THE EXTENT THAT   
SUCH LOSS IS CAUSED BY THE ACTIONS OF THE MASTER SERVICER, ITS OFFICERS,        
EMPLOYEES OR AGENTS IN VIOLATION OF THE MASTER SERVICER'S DUTIES UNDER THIS     
AGREEMENT, UNDER THE POOLING AND SERVICING AGREEMENT OR UNDER AN A/B            
INTERCREDITOR AGREEMENT (EXCEPT TO THE EXTENT THAT SUCH FAILURE WAS CAUSED BY   
THE PRIMARY SERVICER'S FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER). THE       
INDEMNIFICATION PROVIDED UNDER THIS SECTION 9.1 SHALL SURVIVE THE PRIMARY       
SERVICING TERMINATION DATE. THE MASTER SERVICER SHALL PROMPTLY NOTIFY THE       
PRIMARY SERVICER IF A CLAIM IS MADE BY A THIRD PARTY WITH RESPECT TO THIS       
AGREEMENT OR THE MORTGAGE LOANS OR THE A/B MORTGAGE LOANS ENTITLING THE MASTER  
SERVICER TO INDEMNIFICATION HEREUNDER. THE PRIMARY SERVICER SHALL ASSUME THE    
DEFENSE OF ANY SUCH CLAIM (WITH COUNSEL REASONABLY SATISFACTORY TO THE MASTER   
SERVICER) AND PAY ALL EXPENSES IN CONNECTION THEREWITH, INCLUDING COUNSEL FEES, 
AND PROMPTLY PAY, DISCHARGE AND SATISFY ANY JUDGMENT OR DECREE WHICH MAY BE     
ENTERED AGAINST IT OR THEM IN RESPECT OF SUCH CLAIM. ANY FAILURE TO SO NOTIFY   
THE PRIMARY SERVICER SHALL NOT AFFECT ANY OF THE MASTER SERVICER'S RIGHTS TO    
INDEMNIFICATION.                                                                

           2. NEITHER THE PRIMARY SERVICER NOR ANY OF THE DIRECTORS, OFFICERS,
EMPLOYEES OR AGENTS OF THE PRIMARY SERVICER SHALL BE UNDER ANY LIABILITY TO THE 
MASTER SERVICER, THE HOLDERS OF THE CERTIFICATES, ANY HOLDER OF A B NOTE, THE   
DEPOSITOR, THE TRUSTEE OR ANY OTHER PERSON FOR ANY ACTION TAKEN OR FOR          
REFRAINING FROM THE TAKING OF ANY ACTION IN GOOD FAITH AND USING ITS REASONABLE 
BUSINESS JUDGMENT PURSUANT TO THIS AGREEMENT, OR FOR ERRORS IN JUDGMENT;        
PROVIDED THAT THIS PROVISION SHALL NOT PROTECT THE PRIMARY SERVICER OR ANY SUCH 
PERSON AGAINST ANY BREACH OF A COVENANT, REPRESENTATION OR WARRANTY CONTAINED   
HEREIN OR ANY LIABILITY WHICH WOULD OTHERWISE BE IMPOSED BY REASON OF WILLFUL   
MISFEASANCE, BAD FAITH OR NEGLIGENCE IN ITS PERFORMANCE OF DUTIES OR BY REASON  
OF RECKLESS DISREGARD FOR ITS OBLIGATIONS AND DUTIES UNDER THIS AGREEMENT. THE  
PRIMARY SERVICER AND ANY DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF THE PRIMARY    
SERVICER MAY RELY IN GOOD FAITH ON ANY DOCUMENT OF ANY KIND PRIMA FACIE PROPERLY
EXECUTED AND SUBMITTED BY ANY PERSON RESPECTING ANY MATTERS ARISING HEREUNDER.  

          B. MASTER SERVICER'S INDEMNITY The Master Servicer shall indemnify
the Primary Servicer, its officers, employees and agents against, and hold the  
Primary Servicer harmless from, any and all losses, liabilities, expenses,      
claims, demands, costs, or judgment of any type against the Primary Servicer, to
the extent arising out of, or related to                                        

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reliance by the Primary Servicer on, (i) pursuant to Section 5.13(i), an        
interpretation of the Securities Act, the Exchange Act or the Regulations set   
forth in a written notice from the Master Servicer to the Primary Servicer or   
(ii) any incorrect asset pool balance supplied by the Master Servicer with      
respect to the TOP26 Trust, if such incorrect balance is the cause of any       
incorrect determination by the Primary Servicer that an obligor on a Mortgage   
Loan is not a Significant Obligor. The indemnification provided under this      
Section 9.2 shall survive the Primary Servicing Termination Date.               

XI. 
 MISCELLANEOUS

            A. SEVERABILITY If any term, covenant, condition or provision hereof
is unlawful, invalid, or unenforceable for any reasons whatsoever, and such     
illegality, invalidity, or unenforceability does not affect remaining part of   
this Agreement, then all such remaining parts hereof shall be valid and         
enforceable and have full force and effect as if the invalid or unenforceable   
part had not been included.                                                     

       B. RIGHTS CUMULATIVE; WAIVERS The rights of each of the parties
under this Agreement are cumulative and may be exercised as often as any party  
considers appropriate. The rights of each of the parties hereunder shall not be 
capable of being waived or amended other than by an express waiver or amendment 
in writing. Any failure to exercise (or any delay in exercising) any of such    
rights shall not operate as a waiver or amendment of that or any other such     
right. Any defective or partial exercise of any of such right shall not preclude
any other or further exercise of that or any other such right. No act or course 
of conduct or negotiation on the part of any party shall in any way stop or     
preclude such party from exercising any such right or constitute a suspension or
any waiver of any such right.                                                   

          C. HEADINGS The headings of the Sections and Articles contained in
this Agreement are inserted for convenience only and shall not affect the       
meaning or interpretation of this Agreement or any provision hereof.            

       D. CONSTRUCTION Unless the context otherwise requires, singular
nouns and pronouns, when used herein, shall be deemed to include the plural of  
such noun or pronoun and pronouns of one gender shall be deemed to include the  
equivalent pronoun of the other gender. This Agreement is the result of         
arm's-length negotiations between the parties and has been reviewed by each     
party hereto and its counsel. Each party agrees that any ambiguity in this      
Agreement shall not be interpreted against the party drafting the particular    
clause which is in question.                                                    

  E. ASSIGNMENT (a) This Agreement and the terms, covenants,
conditions, provisions, obligations, undertakings, rights and benefits hereof,  
shall be binding upon, and shall inure to the benefit of, the undersigned       
parties and their respective permitted successors and assigns. This Agreement   
and the rights and benefits hereunder of the Primary Servicer shall not be      
assignable, and the duties and obligations hereunder of such party shall not be 
delegable, except that in the following instances, Primary Servicer may assign, 
sell or transfer its rights under this Agreement without the consent of (but    
upon written notice to) the Master Servicer:                                    

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        (1) PRIMARY SERVICER MAY ASSIGN, SELL OR TRANSFER ITS RIGHTS AND
   OBLIGATIONS UNDER THIS AGREEMENT (IN WHOLE AND NOT IN PART) TO A PARENT
    COMPANY OF PRIMARY SERVICER OR A WHOLLY-OWNED SUBSIDIARY OR AFFILIATE OF
      SUCH PARTY, OR A SUCCESSOR BY MERGER OR AS THE RESULT OF A DEMUTUALIZATION
      OF A PARENT COMPANY OF PRIMARY SERVICER, AS LONG AS SUCH SUCCESSOR HAS NET
      ASSETS AND NET WORTH EQUAL TO OR GREATER THAN THE NET ASSETS AND NET WORTH
OF THE PRIMARY SERVICER.                                            

        (2) PRIMARY SERVICER MAY ASSIGN, SELL OR TRANSFER ITS RIGHTS AND
    OBLIGATIONS UNDER THIS AGREEMENT (IN WHOLE AND NOT IN PART) TO AN ENTITY
   THAT THEN SERVES AS A PRIMARY SERVICER FOR OTHER MORTGAGE LOANS HELD BY
THE TRUST AT THE TIME OF SUCH ASSIGNMENT, SALE OR TRANSFER.         

         (3) WITH THE PRIOR WRITTEN CONSENT OF THE MASTER SERVICER AND THE
  DEPOSITOR WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED,
    PRIMARY SERVICER MAY ASSIGN, SELL OR TRANSFER ITS RIGHTS AND OBLIGATIONS
    UNDER THIS AGREEMENT (IN WHOLE AND NOT IN PART) TO ANY MASTER OR PRIMARY
      SERVICER, IF (1) SUCH ENTITY IS EITHER (A) RATED BY THE RATING AGENCIES AS
  SATISFACTORY OR ITS EQUIVALENT IN SUCH CAPACITY OR (B) APPROVED BY THE
     SPECIAL SERVICER AND OPERATING ADVISOR (IN ADDITION TO MASTER SERVICER AS
 PROVIDED ABOVE), WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR
     DELAYED, AND (2) PRIMARY SERVICER AT ITS SOLE COST RECEIVES RATING AGENCY
   CONFIRMATION FROM THE RATING AGENCIES PRIOR TO SUCH ASSIGNMENT, SALE OR
TRANSFER.                                                           

      (4) PRIMARY SERVICER MAY SUBCONTRACT CERTAIN OF ITS RIGHTS AND
    OBLIGATIONS UNDER THIS AGREEMENT AS EXPRESSLY PROVIDED IN AND SUBJECT TO
THE TERMS OF ARTICLE VII OF THIS AGREEMENT.                         

       Any such assignment under this Section 10.5(a) shall (i) not be
effective until such Successor Primary Servicer enters into a written agreement 
reasonably satisfactory to the Master Servicer and the Depositor agreeing to be 
bound by the terms and provisions of this Agreement (but not altering the       
obligations under this Agreement); and (ii) not relieve the assigning Primary   
Servicer of any duties or liabilities arising or incurred prior to such         
assignment. Any costs or expenses incurred in connection with such assignment   
shall be payable by the assigning Primary Servicer. Any assignment or delegation
or attempted assignment or delegation in contravention of this Agreement shall  
be null and void. The proceeds of any assignment, sale or transfer permitted    
under this Section 10.5 or to which consent was granted shall belong solely to  
the assignor of such rights, and Master Servicer shall have no claim to them.   

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           2. RESIGNATION OF PRIMARY SERVICER. EXCEPT AS OTHERWISE PROVIDED IN
SECTION 10.6(B) HEREOF, THE PRIMARY SERVICER SHALL NOT RESIGN FROM THE          
OBLIGATIONS AND DUTIES HEREBY IMPOSED ON IT UNLESS IT DETERMINES THAT THE       
PRIMARY SERVICER'S DUTIES HEREUNDER ARE NO LONGER PERMISSIBLE UNDER APPLICABLE  
LAW OR ARE IN MATERIAL CONFLICT BY REASON OF APPLICABLE LAW WITH ANY OTHER      
ACTIVITIES CARRIED ON BY IT. ANY SUCH DETERMINATION PERMITTING THE RESIGNATION  
OF THE PRIMARY SERVICER SHALL BE EVIDENCED BY AN OPINION OF COUNSEL TO SUCH     
EFFECT DELIVERED TO THE MASTER SERVICER. NO SUCH RESIGNATION SHALL BECOME       
EFFECTIVE UNTIL A SUCCESSOR SERVICER DESIGNATED BY THE MASTER SERVICER SHALL    
HAVE ASSUMED THE PRIMARY SERVICER'S RESPONSIBILITIES AND OBLIGATIONS UNDER THIS 
AGREEMENT, AND SPECIAL SERVICER AND OPERATING ADVISOR SHALL HAVE CONSENTED TO   
SUCH SUCCESSOR SERVICER WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR     
DELAYED; PROVIDED THAT THE DESIGNATION AND ASSUMPTION BY MASTER SERVICER OF     
PRIMARY SERVICER'S RESPONSIBILITIES AND OBLIGATIONS UNDER THIS AGREEMENT        
PURSUANT TO THIS SECTION 10.6(A) SHALL NOT REQUIRE THE CONSENT OF SPECIAL       
SERVICER OR OPERATING ADVISOR.                                                  

          3. THE PRIMARY SERVICER MAY RESIGN FROM THE OBLIGATIONS AND DUTIES
IMPOSED ON IT, UPON 60 DAYS' NOTICE TO THE MASTER SERVICER, PROVIDED THAT (I)   
THE PRIMARY SERVICER BEARS ALL COSTS ASSOCIATED WITH ITS RESIGNATION AND THE    
TRANSFER OF SERVICING; (II) PRIMARY SERVICER DESIGNATES A SUCCESSOR SERVICER TO 
ASSUME PRIMARY SERVICER'S RESPONSIBILITIES AND OBLIGATIONS UNDER THIS AGREEMENT;
(III) MASTER SERVICER, SPECIAL SERVICER AND OPERATING ADVISOR SHALL CONSENT TO  
SUCH SUCCESSOR SERVICER WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR     
DELAYED; AND (IV) SUCH SUCCESSOR SERVICER ASSUMES PRIMARY SERVICER'S            
RESPONSIBILITIES AND OBLIGATIONS UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT  
THE DESIGNATION AND ASSUMPTION BY MASTER SERVICER OF PRIMARY SERVICER'S         
RESPONSIBILITIES AND OBLIGATIONS UNDER THIS AGREEMENT PURSUANT TO THIS SECTION  
10.6(B) SHALL NOT REQUIRE THE CONSENT OF SPECIAL SERVICER OR OPERATING ADVISOR. 

          4. IN CONNECTION WITH ANY RESIGNATION UNDER SUBSECTIONS (A) OR (B)
ABOVE, THE PRIMARY SERVICER SHALL COMPLY WITH SECTION 6.3 AS IF A PRIMARY       
SERVICER DEFAULT OCCURRED, EXCEPT THAT REFERENCE IN SUCH SECTION TO PRIMARY     
SERVICING TERMINATION DATE SHALL BE CONSTRUED TO MEAN THE DATE OF RESIGNATION   
UNDER SUBSECTIONS (A) OR (B) ABOVE, AS THE CASE MAY BE.                         

           F. PRIOR UNDERSTANDINGS This Agreement supersedes any and all prior
discussions and agreements between or among the Seller, the Primary Servicer and
the Master Servicer with respect to the Servicing of the Mortgage Loans and the 
A/B Mortgage Loans and the other matters contained herein. This Agreement,      
together with the Pooling and                                                   

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Servicing Agreement and each A/B Intercreditor Agreement, contain the sole and  
entire understanding between the parties hereto with respect to the transactions
contemplated herein. Every effort shall be made to construe this Agreement, the 
Pooling and Servicing Agreement and each A/B Intercreditor Agreement            
consistently. If a conflict exists between such agreements, then the Pooling and
Servicing Agreement and with respect to an A/B Mortgage Loan, the applicable A/B
Intercreditor Agreement shall control. If this Agreement requires Primary       
Servicer to perform a task or duty, the details and obligations of which are (a)
set forth in this Agreement and (b)(i) are not set forth in the Pooling and     
Servicing Agreement or with respect to an A/B Mortgage Loan, the applicable A/B 
Intercreditor Agreement, (ii) are set forth in the Pooling and Servicing        
Agreement and with respect to an A/B Mortgage Loan, the applicable A/B          
Intercreditor Agreement only in general terms, then Primary Servicer shall      
perform such task and duties in accordance with the details and obligations set 
forth in this Agreement. If this Agreement requires Primary Servicer to perform 
a task or duty, the details and obligations of which are not set forth in this  
Agreement but are contained in the Pooling and Servicing Agreement and with     
respect to an A/B Mortgage Loan, the applicable A/B Intercreditor Agreement,    
then the Primary Servicer shall perform such task and duties in accordance with 
the Pooling and Servicing Agreement.                                            

    G. INTEGRATED AGREEMENT This Agreement constitutes the final
complete expression of the intent and understanding of the Primary Servicer and 
the Master Servicer and may not be altered or modified except by a subsequent   
writing, signed by the Primary Servicer and the Master Servicer.                

       H. COUNTERPARTS This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument. Any   
party hereto may execute this Agreement by signing any such counterpart.        

           I. GOVERNING LAWS This Agreement shall be governed by and construed
in accordance with the laws of the State of New York without regard to conflicts
of law principles, and the obligations, rights and remedies of the parties      
hereunder shall be determined in accordance with such laws.                     

        J. NOTICES Unless otherwise provided for herein, all notices and
other communications required or permitted hereunder shall be in writing        
(including a writing delivered by facsimile transmission) and shall be deemed to
have been duly given (a) when delivered, if sent by registered or certified mail
(return receipt requested), if delivered personally or by facsimile or (b) on   
the second following Business Day, if sent by overnight mail or overnight       
courier, in each case to the parties at the following addresses (or at such     
other addresses as shall be specified by like notice);                          

         C. If to the Master Servicer: As set forth in Section 13.5 of the
                                   Pooling and Servicing Agreement

D. If to the Primary Servicer:                          
                                      __________________________________
                                      __________________________________
                                      __________________________________
                                      __________________________________
                                      __________________________________

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                                        Telephone No.: _____________________
                                         Facsimile No.: ______________________

          K. AMENDMENT In the event that the Pooling and Servicing Agreement
or an A/B Intercreditor Agreement is amended, this Agreement shall be deemed to 
have been amended and to the extent necessary to reflect such amendment to the  
Pooling and Servicing Agreement or such A/B Intercreditor Agreement, but no such
amendment to the Pooling and Servicing Agreement or A/B Intercreditor Agreement 
or deemed amendment to this Agreement shall increase the obligations or decrease
the rights of Primary Servicer under this Agreement without its express written 
consent which consent shall not be unreasonably withheld or delayed. For so long
as any ABS Issuing Entity is subject to the reporting requirements of the       
Exchange Act, the parties hereto may not amend or modify any provision of       
Section 5.13, Section 6.1(c), Section 2.4(b), clause (d) of Article VII, the    
last sentence of Section 10.13, or this sentence without the Depositor's prior  
written consent.                                                                

          Notwithstanding anything to the contrary contained in this Section
10.11, the parties hereto agree that this Agreement may be amended pursuant to  
Section 5.11 herein without any notice to or consent of any of the              
Certificateholders, any B Note holder, Opinions of Counsel, Officer's           
Certificates or Rating Agency Confirmation.                                     

            L. OTHER This Agreement shall not be construed to grant to any party
hereto any claim, right or interest in, to or against the trust fund created    
pursuant to the Pooling and Servicing Agreement or any assets of such trust     
fund.                                                                           

      M. BENEFITS OF AGREEMENT Nothing in this Agreement, express or
implied, shall be construed to grant to any Mortgagor or other Person, other    
than the parties to this Agreement and the parties to the Pooling and Servicing 
Agreement, any benefit or any legal or equitable right, power, remedy or claim  
under this Agreement, except that the Depositor, any other Applicable Depositor 
and any master servicer for an ABS Issuing Entity other than the TOP26 Trust are
intended third-party beneficiaries of Section 5.13.                             

 [END OF PAGE]

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            IN WITNESS WHEREOF, this Agreement has been signed on behalf of each
of the parties hereto by an authorized representative, all as of the day and    
year first above written.                                                       

                                _______________________________________,
                               acting solely in its capacity as Master
                                Servicer under the Pooling and Servicing
 Agreement

                                  By:_______________________________________
Name:   
Title:  

                              WELLS FARGO BANK, NATIONAL ASSOCIATION

                                  By:_______________________________________
Name:   
Title:  

                                  By:_______________________________________
Name:   
Title:  

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SCHEDULE I                                                                      

MORTGAGE LOAN SCHEDULES                                                         

  Loan                                                    Cut-Off Date
 Number       Loan Name                                        Balance

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SCHEDULE II                                                                     
[reserved]                                                                      

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EXHIBIT A                                                                       
Pooling and Servicing Agreement                                                 
See copy of signed Pooling and Servicing Agreement delivered under separate     
cover.                                                                          

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EXHIBIT B                                                                       

Exhibit B-1: Payment and Mortgage Loan Status Reports                           

Exhibit B-2: Overview of Methodology of Allocation of Responsibility on Post    
Closing Requests                                                                

Exhibit B-3: Form of Property Inspection Reports                                

Exhibit B-4: Task Description                                                   

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EXHIBIT B-1                                                                     
Payment and Mortgage Loan Status Reports                                        

Exhibit B-1(a):         Remittance report for payments received on Mortgage     
             Loans during the applicable Collection Period

Exhibit B-1(b):         Delinquency report                                      

Exhibit B-1(c):         Real estate tax delinquency report                      

Exhibit B-1(d):         Insurance monitoring report                             

Exhibit B-1(e):         UCC form monitoring report                              

Exhibit B-1(f):         Day One Report                                          

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EXHIBIT B-2                                                                     

Overview of Methodology of Allocation of Responsibility on Post Closing Requests
Exhibit B-2(a):         Overview of Methodology of Allocation of Responsibility 
on Post Closing Requests        

Exhibit B-2(b):         Chart Showing Classification of Post Closing Requests   

Exhibit B-2(c):         Process for Handling Post Closing Requests Upon         
Classification                  

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EXHIBIT B-2(a)                                                                  
Overview of Methodology of Allocation of Responsibility on Post Closing Requests

          When Primary Servicer receives a request from a Mortgagor or other
obligor under the Mortgage Loan or A/B Mortgage Loan, as applicable, for action 
("Post Closing Request") on its related Mortgage Loan or A/B Mortgage Loan,     
Primary Servicer shall classify each Post Closing Request into one of the       
following three (3) categories:                                                 

8.    Post Closing Requests over which Primary Servicer shall have  
     decision making authority to analyze, consent to, approve and
   process such requests, subject to consent rights in certain
  circumstances set forth in Exhibit B-2(c) below and, where
       applicable, Deemed Category 1 Requests ("Category 1 Requests");

9.    Post Closing Requests in which Primary Servicer shall gather  
     information from Mortgagor and shall deliver such information
           together with a written analysis and recommendation for the consent
       and approval of such requests to the Master Servicer or Special
      Servicer, as applicable; other than Deemed Category 1 Requests
("Category 2 Requests"); and                            

10.   Post Closing Requests in which Primary Servicer will have no  
      involvement but will refer the request to the Special Servicer
("Category 3 Requests").                                

     The attached chart details how a Post Closing Request will be
classified into one of the three (3) categories specified above and the         
materials that follow detail how each Post Closing Request will be handled after
classification.                                                                 

           The objective is to process each Post Closing Request in accordance
with the Servicing Standard, the terms of this Agreement, the Pooling and       
Servicing Agreement and with respect to any A/B Mortgage Loan, its applicable   
A/B Intercreditor Agreement, the REMIC Provisions, while providing responsive   
service to Mortgagors.                                                          

  The attached chart does not address Payment and Collection
Description, Payment and Collection Reporting or Property Inspection            
Description, which is covered elsewhere in this Agreement.                      

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EXHIBIT B-2(b)                                                                  
Chart Showing Classification of Post Closing Requests                           

                                                        [Enlarge/Download Table]

Category              When Applicable                 Examples                                  Allocation of Fees                
                                                                                                                                  
1    Category 1       Post Closing Request is either  Transfer rights contemplated in Loan      Primary Servicer collects entire  
Requests (other than  (a) specifically authorized in  Documents (including without limitation   administrative or processing fee  
Deemed Category 1     the related Loan Documents (as  assignment and assumption rights);        (including without limitation     
Requests)             defined in Exhibit              partial releases contemplated in Loan     defeasance fees), legal fees and  
                      B-2(c)(A.1(b)), either          Documents; easements contemplated in      out-of-pocket expenses and 80% of 
                      expressly as a matter of right  Loan Documents; evaluation of             any additional fees or portions of
                      in favor of the Mortgagor or    alterations under specified threshold;    fees (including without limitation
                      upon the satisfaction of        administer, monitor and release of        transfer fees) payable to Master  
                      certain specified conditions    reserve or escrow amounts in accordance   Servicer under Pooling and        
                      (including the exercise of any  with reserve or escrow agreements;        Servicing Agreement (i.e. transfer
                      specified standard of consent   approval of leases below threshold        fee).  Other 20% of such          
                      or judgment within such         specified in Loan Documents; additional   additional fees are payable to    
                      conditions subject to the       lien, monetary encumbrance or mezzanine   Master Servicer.  Special Servicer
                      terms of  this Agreement); or   financing placed on Mortgaged Property    would receive any portion of fees 
                      (b) seeks the approval of the   that is specifically contemplated in      due it under the Pooling and      
                      related Mortgagee under the     Loan Documents under specified            Servicing Agreement. Master       
                      related Loan Documents for a    conditions; or process of defeasing a     Servicer may also collect its     
                      Lease and/or the issuance of    Mortgage Loan (except defeasance of a     out-of-pocket expenses which it   
                      an SNDA for a Lease.            Specially Serviced Mortgage Loans which   shall itemize in reasonable       
                                                      shall not be the responsibility of the    detail.(1)                        
                                                      Primary Servicer) and servicing of                                          
                                                      Mortgage Loans and A/B Mortgage Loans                                       
                                                      that have been defeased; approval of a                                      
                                                      Lease requiring such approval of                                            
                                                      Mortgagee under the Loan Documents; or                                      
                                                      issuance of an SNDA.                                                        

2    Category 2       Post Closing Request (other     Consent to easement not contemplated in   For all Mortgage Loans, other than
Requests for all      than Category 3 Request) is     Loan Documents; partial releases not      A/B Mortgage Loans:  Primary      
Mortgage Loans (other (a) not specifically            specifically contemplated in Loan         Servicer entitled to one hundred  
than A/B Mortgage     authorized or is prohibited or  Documents; or subordinate or mezzanine    percent (100%) of administrative  
Loans) and Deemed     not addressed in the Loan       financing not specifically contemplated   or processing fee.  Additional    
Category 1 Requests   Documents; and (b) not seeking  in Loan Documents.                        fees are payable to Master        
                      approval of a Lease requiring                                             Servicer and/or Special Servicer  
                      such approval of Mortgagee                                                as specified in Pooling and       
                      under the related Loan                                                    Servicing Agreement.  Master      
                      Documents or issuance of an                                               Servicer may also collect its     
                      SNDA.                                                                     out-of-pocket expenses.(1)        

                                                                                                For all A/B Mortgage Loans: Same  
                                                                                                allocation of fees as Category 1  
                                                                                                Requests.                         

3    Category 3       Post Closing Requests to Money  Changes to maturity date, interest rate,  Primary Servicer not entitled to  
Requests              Terms, Defaulted Mortgage       principal balance, amortization term,     fee.  Master Servicer or Special  
                      Loans or Mortgage Loans upon    payment amount or frequency; or           Servicer is entitled to fees  as  
                      which a Servicing Transfer      any actions to loan in default.           provided in the Pooling and       
                      Event has occurred.                                                       Servicing Agreement.(1)           

----------                                                                      

(1)   No reference is made in this chart to the Aggregate Servicing Fee which   
    shall be collected and governed in accordance with the terms of Sections
2.1, 2.3, 6.3 and 6.4 of this Agreement.                            

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EXHIBIT B-2(c)                                                                  
Process for Handling Post Closing Requests Upon Classification                  

11. Process for disposition of Post Closing Requests Once Classification is     
Made. Upon classification of a Post Closing Request into one of the three (3)   
categories enumerated above, Primary Servicer shall process the Post Closing    
Request as follows:                                                             

A. Category 1 Requests and Deemed Category 1 Requests:              

     (i) If Primary Servicer classifies a Post Closing Request as a Category 1
Request or Deemed Category 1 Request, it shall promptly (but in no event more   
than five (5) Business Days after receiving such request) notify Master Servicer
of (a) such request; (b) Primary Servicer's classification of the Post Closing  
Request as a Category 1 Request or Deemed Category 1 Request; and (c) Primary   
Servicer's Materiality Determination regarding any Category 1 Consent Aspect    
involved in such request. Notwithstanding the foregoing, as a result of the     
quarterly reconciliation of reserve accounts that Primary Servicer provides to  
Master Servicer under this Agreement, Primary Servicer shall have no obligation 
(a) except as required under Section 8.18(d) of the Pooling and Servicing       
Agreement, to notify or seek the consent of Master Servicer or Special Servicer 
(as applicable) of any disbursement made from an escrow or reserve account      
pursuant to and in accordance with the terms of such agreement governing such   
reserve or escrow or (b) to seek consent of Master Servicer to extend (1) the   
time available to a Mortgagor to complete repairs, replacements or improvements 
pursuant to an escrow or reserve agreement or (2) the expiration date of any    
letters of credit associated with such escrow or reserve, as long as (i) Primary
Servicer promptly notifies Master Servicer in writing of such extension; (ii)   
the amount being held pursuant to the applicable escrow or reserve agreement at 
the time of the proposed extension is less than $1,000,000.00; (iii) the length 
of such extension when added to all other extensions granted after the Closing  
Date does not exceed one hundred eighty (180) days; and (iv) any such extension 
is in accordance with the terms of this Agreement (including without limitation 
the Servicing Standard) and the Pooling and Servicing Agreement and with respect
to an A/B Mortgage Loan, the applicable A/B Intercreditor Agreement.            

 (ii) Primary Servicer shall evaluate the Category 1 Request or Deemed
Category 1 Request and process such request to meet the requirements set forth  
in the loan documents for the applicable Mortgage Loan ("Loan Documents") in a  
manner that complies with the terms of this Agreement and the Pooling and       
Servicing Agreement and with respect to an A/B Mortgage Loan, the applicable A/B
Intercreditor Agreement. Such evaluation and processing may commence, and       
continue but may not be completed prior to Primary Servicer's notice to Master  
Servicer of the Category 1 Request or Deemed Category 1 Request. Primary        
Servicer shall draft, or cause to be drafted, all documents necessary or        
appropriate to effect the Category 1 Request or Deemed Category 1 Request in    
accordance with the terms of the Loan Documents, this Agreement and the Pooling 
and Servicing Agreement with respect to an A/B Mortgage Loan, the applicable A/B
Intercreditor Agreement.                                                        

      (iii) Notwithstanding the foregoing, the following additional requirements
shall apply to particular types or aspects of Category 1 Requests:              

       (i)   If a Mortgagor requests to defease a Mortgage Loan or A/B
                 Mortgage Loan (other than a Specially Serviced Mortgage Loan)
                 and the Loan Documents for such Mortgage Loan or A/B Mortgage
             Loan expressly provide for a defeasance, Primary Servicer
                  shall treat such request as a Category 1 Request but shall, in
                 addition to the other provisions of this Section 1 of Exhibit
             B-2(c), seek the prior written consent of Master Servicer
               prior to consenting to such defeasance, which consent shall
                 not be withheld or delayed unreasonably when Primary Servicer
             submits to Master Servicer the items substantially as set
forth on Appendix 1 of this                 

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                Agreement relating to such defeasance, and any such decision
               of Master Servicer shall be in accordance with the terms of
                 the Loan Documents and the Servicing Standard. Failure of the
                Master Servicer to notify the Primary Servicer in writing of
             Master Servicer's determination to grant or withhold such
                consent, within five (5) Business Days following the Primary
               Servicer's delivery of the request for defeasance described
        above and the relevant information collected on such
             defeasance, shall be deemed to constitute a grant of such
consent.                                    

     (ii)  If a Mortgagor requests consent to transfer the related
                  Mortgaged Property and assign the related Mortgage Loan or A/B
                 Mortgage Loan (other than a Specially Serviced Mortgage Loan)
               to another Person who shall assume the Mortgage Loan or A/B
              Mortgage Loan and the Loan Documents expressly permit such
                  assignment and assumption, subject to any conditions set forth
                  in the Loan Documents, Primary Servicer may treat such request
               as a Category 1 Request but shall, in addition to the other
                  provisions of this Section 1 of Exhibit B-2(c), seek the prior
              written consent of Special Servicer prior to consenting to
                  such assignment and assumption in accordance with the terms of
                  Section 8.7 of the Pooling and Servicing Agreement (subject to
              any time periods applicable to Primary Servicer or Special
                Servicer for the giving, granting or deemed granting of such
                consent contained in the Pooling and Servicing Agreement) by
                 submitting to Special Servicer the items substantially as set
          forth on Appendix 2 of this Agreement relating to such
               assignment and assumption. For the purpose of the foregoing
                 sentence, the term "expressly permits" shall have the meaning
              assigned to it in Section 8.7 of the Pooling and Servicing
Agreement.                                  

          (iii) If a Mortgagor requests consent to place an additional lien,
              monetary encumbrance or mezzanine financing on the related
              Mortgaged Property and the Loan Documents expressly permit
           such additional lien, monetary encumbrance or mezzanine
              financing, subject to any conditions set forth in the Loan
           Documents, Primary Servicer may treat such request as a
          Category 1 Request but shall, in addition to the other
                  provisions of this Section 1 of Exhibit B-2(c), seek the prior
              written consent of Special Servicer prior to consenting to
           such additional lien, monetary encumbrance or mezzanine
                financing in accordance with the terms of Section 8.7 of the
                Pooling and Servicing Agreement (subject to any time periods
              applicable to Primary Servicer or Special Servicer for the
                 giving, granting or deemed granting of such consent contained
            in the Pooling and Servicing Agreement) by submitting to
            Special Servicer the items substantially as set forth on
                  Appendix 3 of this Agreement relating to such additional lien,
                monetary encumbrance or mezzanine financing. For the purpose
                 of the foregoing sentence, the term "expressly permits" shall
                 have the meaning assigned to it in Section 8.7 of the Pooling
and Servicing Agreement.                    

          (iv)  If a Mortgagor requests consent to enter into a Lease on the
                 related Mortgaged Property (and/or the associated issuance of
                 an SNDA for such Lease), which Lease (a) requires the consent
             of the Mortgagee under the related Loan Documents and (b)
                qualifies as a Significant Lease, Primary Servicer may treat
                  such request as a Category 1 Request but shall, in addition to
                  the other provisions of this Section 1 of Exhibit B-2(c), seek
               the prior written consent of Master Servicer, which consent
           shall not be withheld or delayed unreasonably, prior to
           consenting to or disapproving of such Significant Lease
                  (and/or the related SNDA) by submitting to Master Servicer the
          items substantially as set forth on Appendix 4 of this

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                Agreement relating to such Significant Lease (and/or related
               SNDA). Failure of the Master Servicer to notify the Primary
             Servicer in writing of Master Servicer's determination to
                grant or withhold such consent within ten (10) Business Days
                following the Primary Servicer's delivery of the request for
                  consent to the Lease, shall be deemed to constitute a grant of
such consent.                               

          (v)   If Primary Servicer makes a Materiality Determination that a
                Category 1 Consent Aspect is material, then Primary Servicer
                shall treat such request as a Category 1 Request, but shall,
              in addition to the other provisions of this Section A.1 of
                  this Exhibit B-2(c), seek the prior written consent of Special
             Servicer prior to consenting to the applicable Category 1
           Request, which consent shall not be withheld or delayed
                 unreasonably, and any such decision of Special Servicer shall
                relate only to the Category 1 Consent Aspect and shall be in
           accordance with the terms of the Loan Documents and the
                 Servicing Standard. Failure of the Special Servicer to notify
         the Primary Servicer in writing of Special Servicer's
                determination to grant or withhold such consent, within five
                  (5) Business Days following the Primary Servicer's delivery of
             the request for consent to the Category 1 Consent Aspect,
          shall be deemed to constitute a grant of such consent.

 (iv) Upon conclusion of the negotiations of the documentation for the
Category 1 Request or Deemed Category 1 Request, Primary Servicer may execute   
and deliver the operative documents to be executed to effect the Category 1     
Request and take the other actions necessary or appropriate to conclude such    
request, in each case in accordance with the terms of this Agreement and the    
Pooling and Servicing Agreement and with respect to an A/B Mortgage Loan, the   
related A/B Intercreditor Agreement.                                            

  (v) Concurrently with the execution of this Agreement, Master Servicer
shall provide to Primary Servicer a counterpart original of the Power of        
Attorney executed by the Trust in favor of the Master Servicer and shall execute
and deliver to Primary Servicer a Power of Attorney attached to this Agreement  
as Exhibit C. Primary Servicer shall promptly notify Master Servicer of the     
execution and delivery of any document on behalf of the Master Servicer and     
Trustee under such Power of Attorney ("POA Notice").                            

    (vi) Upon the request of Primary Servicer, Master Servicer shall execute
and deliver the documents necessary or appropriate to effect a Category 1       
Request or Deemed Category 1 Request. Such request shall not relieve Primary    
Servicer of its obligations under this Agreement regarding a Category 1 Request 
or Deemed Category 1 Request, including without limitation its obligation to    
evaluate and process such request in accordance with this Agreement and the     
Pooling and Servicing Agreement and with respect to an A/B Mortgage Loan, the   
related A/B Intercreditor Agreement and any indemnification obligation of       
Primary Servicer.                                                               

 (vii) Upon completion of each Category 1 Request or Deemed Category 1
Request, Primary Servicer shall promptly (but in no event more than five (5)    
Business Days after concluding such request) notify Master Servicer and Special 
Servicer (if its consent was required) and shall accompany such notice with a   
brief summary of the Category 1 Request or Deemed Category 1 Request, a brief   
summary of Primary Servicer's analysis and decision regarding such request, a   
POA Notice (if required) and a counterpart original or copy of the operative    
documents executed or received to effect the Category 1 Request or Deemed       
Category 1 Request.                                                             

     (viii) Notwithstanding the foregoing with the consent of Master Servicer,
Primary Servicer may elect to classify and treat a Post Closing Request that    
otherwise qualifies as a Category 1 Request or Deemed Category 1 Request, as a  
Category 2 Request instead. In such case, Primary Servicer shall                

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adhere to the provisions of this Agreement regarding Category 2 Requests or     
Deemed Category 1 Requests, and all aspects of such request (including without  
limitation the allocation of fees) shall be governed by the terms of this       
Agreement covering Category 2 Requests. Primary Servicer's decision in any one  
instance to treat a Post Closing Request that otherwise qualifies as a Category 
1 Request or Deemed Category 1 Request, as a Category 2 Request instead, shall  
not compromise or affect its right on any other occasion to treat a similar     
request as a Category 1 Request or Deemed Category 1 Request.                   

 (ix) Notwithstanding anything to the contrary in this Section 1, if a
Category 1 Request or Deemed Category 1 Request involves an action requiring the
consent of Special Servicer under Section 8.18(d) of the Pooling and Servicing  
Agreement, Primary Servicer shall not be permitted to take any such actions     
without the consent of Special Servicer in accordance with such Section 8.18(d).
For any action relating to a Mortgage Loan or an A/B Mortgage Loan requiring the
consent of Special Servicer under Section 8.18(d) of the Pooling and Servicing  
Agreement, Primary Servicer shall have the responsibility to seek the consent of
Special Servicer in accordance with such section. The foregoing conditions and  
requirements shall be in addition to the other conditions and requirements for  
Category 1 Requests or Deemed Category 1 Requests as set forth above.           

B. Category 2 Requests (other than Deemed Category 1 Requests):     

     (x) If Primary Servicer classifies a Post Closing Request as a Category 2
Request, it shall promptly (but in no event more than five (5) Business Days    
after Primary Servicer's receiving such request) notify Master Servicer of      
receiving such request, of the type of request and of Primary Servicer's        
classification of the Post Closing Request as a Category 2 Request. As part of  
such notice, Primary Servicer shall include the following:                      

             (i)  If such type of request has not previously been the subject of
                  a Category 2 Request or a Requirements List (as defined below)
              has not previously been provided to Primary Servicer, then
                  Primary Servicer shall request from Master Servicer a detailed
                  list of the requirements to be satisfied for such request (the
                "Requirements List"). Master Servicer shall promptly (but in
             no event more than five (5) Business Days after receiving
               notification of such request) provide to Primary Servicer a
Requirements List for such request.         

        (ii) If the type of Category 2 Request has previously been the
                  subject of a Post Closing Request, then Primary Servicer shall
             submit the existing Requirements List to Master Servicer.
            Primary Servicer may use such Requirements List for such
                 request unless Master Servicer provides to Primary Servicer a
                  replacement Requirements List within five (5) Business Days of
such notice.                                

  (xi) A Requirements List (i) shall in no event be more burdensome than
that required by Master Servicer of other loans in the Trust for similar Post   
Closing Requests; (ii) shall not require Primary Servicer to incur additional   
third party costs or expenses; and (iii) shall require the gathering, collection
and assembling of information only and not the preparation, evaluation, analysis
of information or a recommendation regarding the Post Closing Request.          

 (xii) Primary Servicer shall then use diligent efforts to collect and
assemble the items on the applicable Requirements List. Upon such collection and
assembly, Primary Servicer shall provide to Master Servicer all of the assembled
items, a list of the items collected from the Requirements List, a list of any  
items not collected, any reasons why such items were not collected, a written   
analysis of the Category 2 Request in light of the items collected in a form    
reasonably satisfactory to Master Servicer, a                                   

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recommendation whether to approve or disapprove such request and the appropriate
division of the applicable fees in accordance with the terms of this Agreement  
and the Pooling and Servicing Agreement.                                        

  (xiii) Master Servicer shall use its reasonable best efforts to notify
Primary Servicer with a consent or disapproval of the Category 2 Request within 
ten (10) Business Days of receiving such assembled items, analysis and          
recommendation. If Master Servicer disapproves such request, it shall provide   
Primary Servicer the reasons for such disapproval. If Master Servicer approves  
such request, Primary Servicer shall promptly process the Category 2 Request in 
a manner that complies with the terms of this Agreement and the Pooling and     
Servicing Agreement and with respect to an A/B Mortgage Loan, the related A/B   
Intercreditor Agreement. Primary Servicer shall draft, or cause to be drafted,  
all documents necessary to effect the Category 2 Request in accordance with the 
terms of the consent, the Loan Documents, this Agreement and the Pooling and    
Servicing Agreement, and with respect to an A/B Mortgage Loan, the related A/B  
Intercreditor Agreement. Primary Servicer shall deal directly with the          
applicable Mortgagor regarding a Category 2 Request after Primary Servicer      
submits the items on the applicable Requirements List.                          

  (xiv) Upon conclusion of the negotiations of the documentation for the
Category 2 Request for which Master Servicer has granted its consent, Primary   
Servicer may execute and deliver the operative documents to be executed to      
effect the Category 2 Request and take the other actions necessary or           
appropriate to conclude such request, in each case in accordance with the terms 
of this Agreement and the Pooling and Servicing Agreement and with respect to an
A/B Mortgage Loan, the related A/B Intercreditor Agreement.                     

    (xv) Upon the request of Primary Servicer, Master Servicer shall execute
and deliver the documents necessary or appropriate to effect a Category 2       
Request, which documents shall be prepared by the Primary Servicer. Such request
shall not relieve Primary Servicer of its obligations under this Agreement      
regarding a Category 2 Request, including without limitation its obligation to  
evaluate and process such request in accordance with this Agreement and the     
Pooling and Servicing Agreement and with respect to an A/B Mortgage Loan, the   
related A/B Intercreditor Agreement and any indemnification obligation of       
Primary Servicer.                                                               

    (xvi) Upon completion of each Category 2 Request, Primary Servicer shall
promptly (but in no event more than ten (10) Business Days after concluding such
request) notify Master Servicer and shall accompany such notice with a copy of  
the operative documents executed or received to effect the Category 2 Request.  

   (xvii) Notwithstanding anything to the contrary in this Section 2, if a
Category 2 Request involves an action requiring the consent of Special Servicer 
under Section 8.18(d) of the Pooling and Servicing Agreement, Primary Servicer  
shall not be permitted to take any such action without the consent of Special   
Servicer in accordance with such Section 8.18(d). For any action relating to a  
Mortgage Loan or an A/B Mortgage Loan requiring the consent of Special Servicer 
under Section 8.18(d) of the Pooling and Servicing Agreement, Primary Servicer  
shall have the responsibility to seek the consent of Special Servicer in        
accordance with such section. The foregoing conditions and requirements shall be
in addition to the other conditions and requirements for Category 2 Requests as 
set forth above.                                                                

C. Category 3 Requests:                                             

(xviii) If Primary Servicer classifies a Post Closing Request as a  
Category 3 Request, it shall promptly (but in no event more than five (5)       
Business Days after receiving such request) notify Master Servicer and Special  
Servicer of receiving such request and of Primary Servicer's classification of  
the                                                                             

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Post Closing Request as a Category 3 Request and shall refer such Category 3    
Request to the Special Servicer for handling in accordance with the Pooling and 
Servicing Agreement.                                                            

  (xix) Upon such referral, Primary Servicer shall notify the applicable
Mortgagor of such referral and shall direct the Mortgagor that all further      
correspondence and interaction regarding the applicable Category 3 Request shall
be directed to and through the Special Servicer (unless the Special Servicer and
Master Servicer shall otherwise direct the Primary Servicer). Primary Servicer  
shall forward all correspondence and other information regarding such request in
its possession to Special Servicer.                                             

12. Dispute of Classification.                                      

     D. Notification of Dispute. If either Master Servicer or Special Servicer
disputes the classification of Primary Servicer of any Post Closing Request (for
purposes of this Section B, the term "classification" shall include a           
Materiality Determination of Primary Servicer regarding a Category 1 Consent    
Aspect with respect to such Post Closing Request), then Master Servicer or      
Special Servicer, as applicable, shall notify Primary Servicer of such dispute  
promptly (but in no event more than five (5) Business Days from Primary         
Servicer's notice of such classification) in writing and the specific reasons   
for such dispute. The parties shall then work in good faith for a period not    
more than five (5) Business Days to resolve the classification of the Post      
Closing Request. Primary Servicer's classification of a Post Closing Request    
shall govern the handling of such request absent Primary Servicer's receipt of  
notice of such dispute within the specified time period but shall not diminish  
the obligation of Primary Servicer to classify Post Closing Requests in         
accordance with this Agreement and to handle such requests in accordance with   
this Agreement and the Pooling and Servicing Agreement and with respect to an   
A/B Mortgage Loan, the related A/B Intercreditor Agreement.                     

      E. Resolution of Dispute in Absence of Agreement. If after such good faith
efforts to resolve such classification dispute the parties cannot agree to a    
classification, then the following shall apply: For Mortgage Loans or A/B       
Mortgage Loans that individually, or together with all other Mortgage Loans and 
A/B Mortgage Loans that have the same or an affiliated Mortgagor or that are    
cross-collateralized with such Mortgage Loans or A/B Mortgage Loans have a      
principal balance on the Cut-Off Date that is in excess of two percent (2%) of  
the then Aggregate Principal Balance, then the good faith classification of the 
Master Servicer or Special Servicer, as applicable, shall govern. For Mortgage  
Loans that individually, or together with all other Mortgage Loans and A/B      
Mortgage Loans that have the same or an affiliated Mortgagor or that are        
cross-collateralized with such Mortgage Loans or A/B Mortgage Loans have a      
principal balance on the Cut-Off Date that is equal to or less than two percent 
(2%) of the then Aggregate Principal Balance, then the good faith classification
of the Primary Servicer shall govern; provided that, in no event, shall Primary 
Servicer's classification govern if such classification would, in the sole      
judgment of Master Servicer or Special Servicer (as applicable), conflict with  
any provision of the Pooling and Servicing Agreement or result in a default by  
Master Servicer or Special Servicer under the Pooling and Servicing Agreement.  

  F. Processing of Post Closing Request During Dispute. During a pending
dispute over classification of a Post Closing Request, the parties shall        
continue to cooperate to process such request in accordance with Primary        
Servicer's initial classification until a resolution is achieved or, failing    
resolution, the Post Closing Request is classified in accordance with the terms 
of Section B.2 of this Exhibit B-2(c). Master Servicer and Primary Servicer     
acknowledge that it is a goal of both parties not to unduly burden or delay the 
processing of a Post Closing Request even though a dispute about classification 
of such request may exist but in any event the processing of a Post Closing     
Request must be accomplished in a manner consistent and in compliance with the  
Pooling and Servicing Agreement and with respect to an A/B Mortgage Loan, the   
related A/B Intercreditor Agreement.                                            

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EXHIBIT B-3                                                                     

Forms of Property Inspection Reports                                            

See CMSA Website

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EXHIBIT B-4                                                                     
TASK DESCRIPTION                                                                

MASTER SERVICER/PRIMARY SERVICER TASK LIST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-TOP26

Note: Some listed tasks designate more than one party to perform that function  
      by placing an "X" in more than one column. In these instances, the parties
shall follow any specific guidance about the allocation of          
responsibilities in completing the task found in the terms of this  
  Agreement (including Exhibits B-2 and B-3). In the absence of specific
  allocation of obligations in this Agreement, the parties shall work in
     good faith to allocate responsibilities in a fair and equitable manner in
   accordance with this Agreement and the Pooling and Servicing Agreement.

                                                        [Enlarge/Download Table]

                                                                                MASTER      PRIMARY      SPECIAL     TRUSTEE
                                                                               SERVICER    SERVICER     SERVICER            
                                                                               ---------------------------------------------
                                                                                                                            

1. Asset Files                                                                                                              

   Original credit file management                                                             X                            
   Original collateral file (security)                                                                                  X   
   Authorized parties list for request for release of collateral from Trustee      X           X                            
   Establish servicing files criteria                                              X           X                            
   Provide access to servicing files and copies of servicing files or of                       X                            
   specific docs upon request to the Master Servicer                                                                        
   Request delivery of files from Trustee upon request and certification of                    X                            
   Primary Servicer                                                                                                         

2. Property Taxes                                                                                                           
   Preparation and delivery of quarterly tax delinquency reports                               X                            
   Monitoring of tax status - Loans with/without escrows                                       X                            
   Recommendation of payment of taxes - Loans with/without escrows                             X                            
   Notification of advance requirement 3 business days prior to advance being                  X                            
   required                                                                                                                 
   Payment of taxes - with sufficient escrows                                                  X                            
   Payment of taxes - with escrow shortfall                                                                                 

3. Property Insurance                                                                                                       
   Preparation and delivery of quarterly insurance tickler reports                             X                            
   Monitoring of insurance status - Loans with/without escrows                                 X                            
   Ensure insurance carrier meets Pooling and Servicing Agreement                              X                            
   qualifications                                                                                                           
   Ensure insurance in favor of the Master Servicer on behalf of the Trustee                   X                            
   Recommendation of payment or force placement of insurance with/without                      X                            
   escrow                                                                                                                   
   Notification of advance requirement or force placement of insurance 3                       X                            
   business days prior to advance being required                                                                            

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                                                        [Enlarge/Download Table]

                                                                               MASTER      PRIMARY      SPECIAL     TRUSTEE
                                                                              SERVICER    SERVICER     SERVICER            
                                                                              ---------------------------------------------
                                                                                                                           
   Payment of insurance - with sufficient escrows                                             X                            
   Payment of insurance or force placement - with escrow shortfall                X                                        

   Category 1 Requests and Deemed Category 1 Requests                                                                      
         Preparation and presentment of claims                                                X                            
         Collection of insurance proceeds                                                     X                            

   Category 2 Requests                                                                                                     
         Preparation and presentment of claims                                    X                                        
         Collection of insurance proceeds                                         X                                        

4. UCC Continuation Filings                                                                                                
   Preparation and delivery of quarterly UCC tickler report                                   X                            
   Maintain tickler system of refiling the dates on all Loans                                 X                            
   File UCC Continuation Statements                                                           X                            
   Pay recording fees                                                                         X                            
   Monitor tickler system                                                                     X                            

5. Collection/Deposit/Distribution of P&I payments and Principal Prepayments                                               
   Collection and deposit of loan P&I payments                                                X                            
   Remittance of available Primary Servicer P&I payments to Master Servicer                   X                            
   and B Note holders, as applicable (net of Aggregate Servicing Fee and                                                   
   other fees payable to the Primary Servicer by the B Note holders)                                                       
   Provide Collection Reports to Master Servicer                                              X                            
   Distribution of P&I payments to the Trustee                                    X                                        
   Distribution of Special Servicer compensation                                  X                                        
   Approval of Prepayment Premiums                                                X                                        

6. Collection/Deposit/Disbursement of Reserves                                                                             
   Collection and deposit of reserves                                                         X                            
   Disbursement of reserves                                                                   X                            

7. Customer Billing, Collection and Customer Service                                                                       
   Contact delinquent borrowers by phone 3 days after delinquent date                         X                            
   Send 30 day delinquent notices                                                             X                            
   Send notice of balloon payment to each Mortgagor one year, 180, and 90                     X                            
   days prior to the related maturity date                                                                                 
   Provide copy of Balloon Mortgage Loan notice to Master Servicer                            X                            

8. Escrows                                                                                                                 

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                                                        [Enlarge/Download Table]

                                                                                 MASTER      PRIMARY      SPECIAL     TRUSTEE
                                                                                SERVICER    SERVICER     SERVICER            
                                                                                ---------------------------------------------
                                                                                                                             
    Setup and monitor Escrow Accounts including escrow analysis                                 X                            
    Pay borrower investment income required                                                     X                            
    Prepare annual escrow analysis                                                              X                            

9.  Loan payment history/calculation                                                                                         
    Maintain loan payment history                                                               X                            
    Create payoff/reinstatement statements and telecopy to Master Servicer                      X                            
    Approve payoff calculations and telecopy approval to Primary Servicer           X                                        
    within five (5) Business Days                                                                                            

10. Monitoring of Financial and Legal Covenants                                                                              
    Collect quarterly and annual operating statements, budgets, rent rolls and                  X                            
    borrower financial statements, as applicable.                                                                            
    Deliver Operating Statement Analysis Report, CMSA Financial File and NOI                    X                            
    Adjustment Worksheet in accordance with Section 2.1(c)(viii) of this                                                     
    Agreement.                                                                                                               
    Deliver one (1) copy of quarterly and annual operating statements,                          X                            
    budgets, rent rolls and borrower financial statement, as applicable,                                                     
    within thirty (30) days of Primary Servicer's receipt                                                                    
    Complete CMSA Loan Setup File for Mortgage Loans                                X           X                            
    Complete CMSA Loan Periodic Update File for Mortgage Loans                      X                                        
    Complete and deliver CMSA Property File for Mortgage Loans                                  X                            
    Complete and deliver quarterly Operating Statement Analysis Report and          X           X                            
    CMSA Quarterly Financial File in accordance with Section 2.1(c)(viii) of                                                 
    this Agreement.                                                                                                          
    Cash account Reconciliations - Copies of monthly bank statements for all                    X                            
    deposit, escrow and reserve accounts                                                                                     

    CMSA Supplemental Reports                                                                                                
          Complete Servicer Watch List                                                          X                            
          Complete Comparative Financial Status Report                                          X                            
          Delinquent Loan Status Report                                             X                                        
          REO Status Report                                                         X                                        
          Historical Loan Status Report                                             X                                        
          Historical Liquidation Report                                             X                                        
          CMSA Loan Level Reserve/LOC Report                                                    X                            

11. Advancing                                                                                                                
    Determination of Non-Recoverability                                             X                                        

12. Borrower Inquiries/Performing Loans                                                                                      


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                                                                             MASTER      PRIMARY      SPECIAL     TRUSTEE
                                                                            SERVICER    SERVICER     SERVICER            
                                                                            ---------------------------------------------
                                                                                                                         
Performing Loans - respond to routine billing questions                                     X                            
Category 1 Requests and Deemed Category 1 Requests                                                                       

      Assumptions & Due on sale:                                                                                         
            Borrower contact and data gathering                                             X                            
            Underwriting and analysis of request                                            X                            
            Approval of assumption                                                          X                            
            Consent to assumption                                                                        X               
            Close assumption                                                                X                            

Category 2 Requests                                                                                                      

      Assumptions & Due on sale:                                                                                         
            Initial Borrower contact and data gathering                                     X                            
            Underwriting and analysis                                                       X            X               
            Approval of assumption                                                          X            X               
            Consent to assumption                                                                        X               
            Close assumption (directly with Borrower)                                       X                            

Category 1 Requests and Deemed Category 1 Requests                                                                       
      Additional Liens, Monetary Encumbrances or Mezzanine Financing:                                                    
            Borrower contact and data gathering                                             X                            
            Underwriting and analysis of request                                            X                            
            Approval of additional lien, monetary encumbrance or mezzanine                  X                            
            financing                                                                                                    
            Consent to additional lien, monetary encumbrance or mezzanine                                X               
            financing                                                                                                    
            Close additional lien, monetary encumbrance or mezzanine                        X                            
            financing                                                                                                    

Category 2 Requests                                                                                                      
      Additional Liens, Monetary Encumbrances or Mezzanine Financing:                                                    
            Initial Borrower contact and data gathering                                     X                            
            Underwriting and analysis                                                       X            X               
            Approval of additional lien, monetary encumbrance or mezzanine      X                        X               
            financing                                                                                                    
            Consent to additional lien, monetary encumbrance or mezzanine                                X               
            financing                                                                                                    
            Close additional lien, monetary encumbrance or mezzanine                        X                            
            financing (directly with Borrower)                                                                           

Modifications (Non-Money Terms), Waivers, Consents and Extensions up to 60                                               
days (not otherwise provided in this Agreement):                                                                         

      Initial Borrower contact and data gathering                                           X                            
      Underwriting and analysis                                                             X                            
      Approval of modification and extensions up to 60 days (Category 1                     X                            
      Requests and Deemed Category 1 Requests)                                                                           

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                                                                                 MASTER      PRIMARY      SPECIAL     TRUSTEE
                                                                                SERVICER    SERVICER     SERVICER            
                                                                                ---------------------------------------------
                                                                                                                             
          Approval of modification and extensions up to 60 days (Category 2         X                                        
          Request)                                                                                                           
          Consent to modification and waivers and other consents (not                                        X               
          otherwise provided in this Agreement)                                                                              
          Closing Documents and Closing                                                         X                            
          Modification (Money Terms):                                                                        X               
          Extensions of Maturity Date (more than 60 days):                                                   X               
          Response to request for Discounted Payoffs, Workouts, Restructures,                                X               
          Forbearances and Casualties                                                                                        
          Condemnation (only with respect to Specially Serviced Mortgage Loans      X           X            X               
          the Special Servicer will perform such functions)                                                                  

13. Monthly Reporting (Hardcopy & Electronic mail)                                                                           
    Day One Report                                                                              X                            
    Delinquency and past due reporting on all Loans                                             X                            
    Deliver on April 25, July 25, October 25 and January 25 of each year a                      X                            
    Quarterly Servicing Accounts Reconciliation Certification in the form of                                                 
    Exhibit D                                                                                                                

14. Category 1 Requests and Deemed Category 1 Requests                                                                       
    Release of Collateral                                                                                                    
    Determination if collateral should be released                                              X                            
    Consent to release collateral                                                               X                            
    Request delivery of files from Trustee upon Primary Servicer request and                    X                            
    certification                                                                                                            
    Preparation and recordation of release deeds all Loans (full and partial)                   X                            

    Category 2 Requests                                                                                                      
          Release of Collateral                                                                                              
                Initial Borrower contact and data gathering                                     X                            
                Underwriting and analysis                                                       X                            
                Determination if collateral should be released                      X                                        
                Consent to release collateral                                       X                                        
                Request delivery of files from Trustee                                          X                            
                Preparation and recordation of release deeds all Loans (full                    X                            
                and partial)                                                                                                 

15. Property Annual Inspections                                                                                              
    Conduct site inspection per Pooling and Servicing Agreement requirement                     X                            
    Provide 3 copies of site inspection reports to the Master Servicer within                   X                            
    30 days of inspection but not later than December 15 of each year                                                        
    beginning in 2007                                                                                                        

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                                                                                 MASTER      PRIMARY      SPECIAL     TRUSTEE
                                                                                SERVICER    SERVICER     SERVICER            
                                                                                ---------------------------------------------
                                                                                                                             
16. Preparation of servicing transfer letters                                                   X                            

17. Preparation of IRS Reporting (1098s and 1099s or other tax reporting                        X                            
    requirements) and delivery of copies to the Master Servicer by January 31                                                
    of each year                                                                                                             

18. Provide Primary Servicer Form 8-K Information Reports, Primary Servicer                     X                            
    Form 10-D Information Reports and Primary Servicer Form 10-K Information                                                 
    Reports at the times and in the manner set forth in Section 5.13(c) of                                                   
    this Primary Servicing Agreement                                                                                         

19. Provide annual statement of compliance at the times and in the manner set                   X                            
    forth in Section 5.13(c) of this Primary Servicing Agreement                                                             

20. Provide either (a) a report regarding Primary Servicer's assessment of                      X                            
    compliance with servicing criteria and a report by a registered public                                                   
    accounting firm that attests to and reports on such assessment report or                                                 
    (b) a report of a firm of independent public accounts based on                                                           
    USAP-compliant examinations, as the case may be, at the times, in the                                                    
    manner and as specified in Section 5.13(c) of this Primary Servicing                                                     
    Agreement.                                                                                                               

21. Provide annual Sarbanes-Oxley back-up certification at the times and in                     X                            
    the manner set forth in Section 5.13(c)(v) of this Primary Servicing                                                     
    Agreement                                                                                                                

22. Compensation                                                                                                             
    Primary Servicer Fee and other fees payable to the Primary Servicer by the                  X                            
    B Note holders                                                                                                           
    Investment earnings on Primary Servicer Collection Account                                  X                            
    Investment earnings on tax & insurance reserves not payable to borrower                     X                            
    Investment earnings on reserve accounts not payable to borrower                             X                            
    Late charges to the extent collected from borrower (offsets advance             X                                        
    interest per Pooling and Servicing Agreement)                                                                            

23. Defeasance                                                                                                               
    Coordinate, analyze, approve, and process defeasance request                                X                            
    Consent to defeasance                                                           X                                        
    Service Defeasance Loans                                                                    X                            
    Retain all fees associated with Defeasance Loans                                            X                            

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EXHIBIT C                                                                       
Form of Power of Attorney from Master Servicer                                  

RECORDING REQUESTED BY:                                             

AND WHEN RECORDED MAIL TO:                                          

Attention: Commercial Mortgage Pass-                                
Through Certificates Series 2007-TOP26                        

Space above this line for Recorder's use  
--------------------------------------------------------------------------------
 LIMITED POWER OF ATTORNEY

 (MASTER SERVICER)

     _______________________________________, acting solely in its
capacity as Master Servicer ("Master Servicer"), under the Pooling and Servicing
Agreement dated as of April 1, 2007 (the "Pooling and Servicing Agreement") and 
a Primary Servicing Agreement dated as of April 1, 2007 (the "Primary Servicing 
Agreement"), in each case relating to the Commercial Mortgage Pass-Through      
Certificates, Series 2007-TOP26, does hereby nominate, constitute and appoint   
Wells Fargo Bank, National Association ("WFB"), as Primary Servicer under the   
Primary Servicing Agreement ("Primary Servicing Agreement"), as its true and    
lawful attorney-in-fact for it and in its name, place, stead and for its use and
benefit:                                                                        

            To perform any and all acts which may be necessary or appropriate to
enable < > to service and administer the Mortgage Loans (as defined in the      
Primary Servicing Agreement) in connection with the performance by WFB of its   
duties as Primary Servicer under the Primary Servicing Agreement, giving and    
granting unto WFB full power and authority to do and perform any and every act  
necessary, requisite, or proper in connection with the foregoing and hereby     
ratifying, approving or confirming all that < > shall lawfully do or cause to be
done by virtue hereof.                                                          

            IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of ______________.                   

                                        _______________________________________,
                                       acting solely in its capacity as Master
                                        Servicer under the Pooling and Servicing
                                   Agreement and the Primary Servicing
         Agreement

                                       By:______________________________________
         Name:
          Title:

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 EXHIBIT D

           Quarterly Servicing Accounts Reconciliation Certification

Primary Servicer: Wells Fargo Bank, National Association

        RE: Bear Stearns Commercial Mortgage Securities Inc., Commercial
Mortgage Pass-Through Certificates, Series 2007-TOP26                           

Pursuant to the Primary Servicing Agreement between     

_______________________________________ ("Master Servicer") and Wells Fargo     
Bank, National Association ("Primary Servicer") for the transaction referenced  
above, I hereby certify with respect to each mortgage loan serviced by Primary  
Servicer for Master Servicer for such transaction that within 25 days after the 
end of each of the months of [January, February and March][April, May and       
June][July, October and September][October, November and December], any and all 
deposit accounts, escrow accounts and reserve accounts, and any and all other   
collection accounts and servicing accounts, related to such mortgage loan have  
been properly reconciled, and the reconciliations have been reviewed and        
approved, by Primary Servicer's management, except as otherwise noted below:    

  EXCEPTIONS: ______________________________________________

__________________________  [Signature]                 

Name: [INSERT NAME OF SERVICING OFFICER]                
Title: Servicing Officer, Wells Fargo Bank, National Association                

Date: [April, July, October, January] 25, [20__]        

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 EXHIBIT E

Form of Cover Page for Report or Certification

 Compliance Information Report
 -----------------------------

Identifying Information for this Report:                                        

Date of Submission:          _______                                            

Depositor:                   ________________________________________________   
Trust:                       ________________________________________________   
Pooling and Servicing        Pooling and Servicing Agreement dated as of        
Agreement:                   _______, ___, among ____________________________.  
Subservicing Agreement:      Subservicing Agreement dated as of ________, ___,  
                          between _______________________________________,
                    as master servicer, and ______________, as
Primary Servicer.     
Master Servicer:             _______________________________________            
Primary Servicer:            ________________________________________________   
Primary Servicer Contact     [Name][telephone][facsimile][email address]        
Person:                                                                         

This Report Contains the Following Information:                                 

Immediate Reporting:                                                            
|_|          Form 8- K Reporting Information    
Monthly Reporting:                                                              
|_|          Form 10-D Reporting Information    
Annual Reporting:                                                               
|_|          Form 10-K Reporting Information    
Annual Compliance:                                                              
           |_|          Compliance Assessment Report (Item 1122(a)) by
                       Primary Servicer on Compliance With Servicing
                   Criteria in Item 1122(d) of Regulation AB

            |_|          Attestation Report (Item 1122(b)) by Registered
                         Public Accounting Firm on Compliance Assessment
Report                

|_|          Statement of Compliance (Item 1123)
 |_|          Sarbanes-Oxley Back-Up Certification

This Report Amends Prior Reporting Information:                                 

        |_|          Yes - Date of Submission of Prior Reporting
Information:          

         _____/______/______

|_|          No                                 

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APPENDIX 1                                                                      
Items Required for Defeasance Submission to Master Servicer                     
REQUEST FOR MASTER SERVICER CONSENT TO DEFEASANCE 

      Primary Servicer shall submit to Master Servicer the following
listed items to seek the consent of Master Servicer to a defeasance of a        
Mortgage Loan or an A/B Mortgage Loan that Primary Servicer is permitted to     
process under this Primary Servicing Agreement.                                 

I.    Copy of written notice to Primary Servicer from Mortgagor requesting      
defeasance of the applicable Mortgage Loan.                         

II.   An Executed Certificate substantially in the form attached hereto at      
Exhibit A.                                                          

III.  (i) A description of the proposed defeasance collateral, (ii) written     
     confirmation from an independent accountant stating that payments made on
 such defeasance collateral are sufficient to pay the subject Mortgage
     Loan, and (iii) a copy of the form of opinion of counsel from the related
  Mortgagor or other counsel that the related Trust has the benefit of a
  first lien, perfected security interest in the defeasance collateral..

IV.   Such other items as are reasonably required by Master Servicer consistent 
    with the Servicing Standard as long as such requirements may be required
of the related Mortgagor under the related Loan Documents without   
additional expense to Primary Servicer or Master Servicer.          

Appendix 1

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 EXHIBIT A TO APPENDIX 1

 PRIMARY SERVICER DEFEASANCE CERTIFICATE

[INSERT DATE], 20[_]

RE: Defeasance of the "[INSERT NAME OF MORTGAGE LOAN FROM SCHEDULE I]"          
(Prospectus ID Number: [INSERT ID NUMBER]) mortgage loan (the "Mortgage Loan")  
to [INSERT NAME OF MORTGAGOR] (the "Mortgagor") serviced by Wells Fargo Bank,   
National Association, as primary servicer (the "Primary Servicer") pursuant to  
that Primary Servicing Agreement (the "Primary Servicing Agreement") dated as of
_________, ____, between Primary Servicer and Wells Fargo Bank, N.A., as master 
servicer (the "Master Servicer") related to the Bear Stearns Commercial Mortgage
Securities Inc., Commercial Mortgage Pass-Through Certificates, Series          
2007-TOP26.                                                                     

The undersigned hereby certifies to the Master Servicer on behalf of the Primary
Servicer as of the date hereof as follows:                                      

1. The Mortgagor has the right to defease the Mortgage Loan pursuant to the loan
documents (the "Loan Documents") related to the Mortgage Loan.                  

2. The Mortgagor will have satisfied all of the requirements for the defeasance 
of the Mortgage Loan under the Loan Documents by the closing date of the        
defeasance.                                                                     

3. (i) The Primary Servicer has retained outside legal counsel with experience  
reviewing and documenting the defeasance of commercial mortgage loans to review 
the Loan Document defeasance provisions and to document the defeasance of the   
Mortgage Loan in accordance therewith and (ii) the Primary Servicer has provided
or will provide such legal counsel with the Loan Documents needed for such      
purposes.                                                                       

WELLS FARGO BANK, NATIONAL ASSOCIATION                                          

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

Exhibit A to Appendix 1 

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APPENDIX 2
Assignment and Assumption Submission to Special Servicer

PRESENT MORTGAGOR:                                                              

PROPOSED MORTGAGOR:                                                             

PRIMARY SERVICER #:                                                             

SPECIAL SERVICER #:                                                             

COLLATERAL TYPE:             (Retail, Industrial, Apartments, Office, etc.)     

ADDRESS:                     Property Address                                   

City, State, zip code 

ASSET STATUS:                As of (date)                                       

Principal Balance:                  $                               
Unpaid Accrued Interest:            $                               
Unpaid Late Fees/other fees:        $                               
Tax Escrow Balance:                 $                               

       A.    INSURANCE ESCROW BALANCE:                   $

Reserve Escrow Balance:             $                               
Monthly (P&I) Payment:              $                               
Interest Rate:                      %                               
Date Principal Paid To:                                             
Date Interest Paid To:                                              
Maturity Date:                                                      
Origination Date:                                                   

Executive Summary:                                                              

13.   Summarize the transaction                                                 
  a.    note any significant modification of terms of the Loan Documents
      permitting assumption that could result in Adverse REMIC Event
14.   Discuss proposed Mortgagor entity and ownership structure                 
     a.    include any changes in level of SAE or SPE compliance from existing
Mortgagor as noted on Asset Summary attached)           

Page 1 of Appendix 2    

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15.   How will title be held                                                    
16.   Source of cash for down payment                                           
17.   Briefly describe collateral                                               
a.    Size, occupancy, primary tenants, location                    
b.    Prior year NOI and DSCR and Pro-forma NOI DSCR                
18.   Complete the chart below:                                                 

The sale terms and property characteristics are summarized as follows:          

Purchase price                                  $                               
Buyer down payment                              $        (%)                    
Estimated closing date                                                          
1% loan fee split: Primary Servicer             40% - $                         
_____, Master Serv.                        10% - $                    
Centerline, Special Serv.                  50% - $                    
Most recent appraised value according to        $                               
appraisal in Primary Servicer's possession                                      
Loan-to-value as if initial underwriting        %                               
Occupancy as of                                 %                               
12/31/__ NOI                                    $                               
Debt service coverage as of                     x                               

Financial Condition of Proposed Mortgagor/Guarantor:                            

15.   Explain background and experience of the proposed Mortgagor/principals;   
     describe any deficiencies in Mortgagor's ability to meet creditworthiness
      and experience requirements of Loan Documents and compare creditworthiness
     and experience of proposed Mortgagor to that of transferring Mortgagor to
the extent information about transferring Mortgagor is available.   

16.   State date of the financial statement, who prepared, if CPA, state the    
opinion rendered, how assets are valued                             

17.   Highlight Balance sheet and Income statement                              

      a.    Describe significant assets (e.g. obtain from proposed Mortgagor and
     Guarantor (as applicable) information about how it values its
assets)                                                 

b.    Related debt                                                  

18.   For public companies that have historical financial information:          
      a.    Spread Balance Sheet for minimum of two (2) years (request three (3)
years, if available)                                    
     b.    Spread and commonsize Income statement for minimum of two (2) years
(request three (3) years, if available);                
19.   Explain results of credit checks, legal searches and banking credit       
references (two required)                                           
20.   If Rating Agency Confirmation is permitted under applicable Loan          
Documents, note if such Confirmation will be sought                 

 2 of Appendix 2

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21.   Describe whether assigning Mortgagor and/or Guarantors will be released   
     from its obligations under the Loan Documents [from and after the date of
  the transfer]. If so, describe extent of release and rationale for it.

Project Status & Description: (See attached Asset Summary, most recent          
Inspection Report and most recent rent roll)                                    

3. Describe any current, material issues regarding the operating status of the  
property:                                                                       

(e.g. issues surrounding current occupancy, anchor tenants, tenant rollover)    

Property Financial Summary: (See attached Income and Expense Statements for     
Mortgaged Property and year-to-date operating statements)                       

New Environmental and Engineering Developments (if any) and Status of Issues    
identified in Original Reports or Loan Documents as needing Remediation: (See   
attached Asset Summary)                                                         

5.    Describe any material issues requiring remediation contained in original  
reports                                                             
6.    Describe current status of issue and remediation                          

Escrow Status:                                                                  

3.    Explain status of all reserves                                            

Property Management Summary:                                                    

5.    Who is proposed property management firm                                  
6.    Background and Experience                                                 

Collateral Valuation:                                                           

5.    Discuss the original appraisal                                            
E.    Who prepared                                                  
    F.    Attach Executive Summary and discussion of approach to value given
    most weight from most recent appraisal in Primary Servicer's
possession                                              

6.    Comparison of the following (original to actual property):                

I.    Vacancy                                                       
J.    Rents                                                         
K.    Taxes                                                         
L.    Other Key Expenses                                            

Current Market Conditions:                          

      Briefly state material current real estate market dynamics and
economic influences that may affect the operational performance of the property.

Recommendation:                                                                 

5.    STATE RECOMMENDATION FOR APPROVAL.                                        

 3 of Appendix 2

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6.    HIGHLIGHT STRENGTHS AND WEAKNESSES. HOW ARE WEAKNESSES MITIGATED? (BULLET 
POINTS ARE FINE)                                                    

 4 of Appendix 2

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Request for Special Servicer Consent:                                           

Primary Servicer hereby recommends and requests consent of Special Servicer to  
the foregoing Assignment and Assumption.                                        

< >                                                                             

By: _______________________________________                                     

Title: ____________________________________                                     

Date: _____________________________________                                     

Consent to Assignment & Assumption is given:                                    
CENTERLINE SERVICING, INC, acting solely in its                                 
capacity as Special Servicer                                                    

By: _______________________________________                                     

Title: _____________________________________                                    

Date: _____________________________________                                     

 5 of Appendix 2

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           Schedule of Exhibits to Assumption Submission

31.   Financial statements of purchasing entity and any guarantors (audited, if 
available)                                                          
32.   Financial statement of selling entity only if available                   
33.   Bank and /or credit references for transferee                             
34.   Credit report for principal(s) of the proposed borrowing entity.          
35.   Most recent Income & Expense Statement for Mortgaged Property and         
operating statement review                                          
36.   Income & Expense Statement for Mortgaged Property for previous two (2)    
years to the extent available                                       
37.   Most recent Property Inspection report                                    
38.   Original Asset Summary for Mortgaged Property                             
39.   Purchase and Sale Agreement                                               
40.   If available from Mortgagor, diagram of proposed ownership structure,     
including percentages of ownership                                  
41.   Proposed property management agreement                                    
42.   Description and source of equity being used for the purchase, if available
43.   Most recent Rent Roll                                                     
44.   Copy of Promissory Note, Mortgage and any Loan Agreement                  
45.   Other items as required by the description set forth above                

 6 of Appendix 2

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APPENDIX 3

Additional Lien, Monetary Encumbrance or Mezzanine Financing Submission to
Special Servicer

Mortgagor:                                                                      

Master Servicer Loan  #:                                                        

Primary Servicer Loan #:                                                        

Collateral Type:                 (Retail, Industrial, Apartments, Office, etc.) 

Address of Property:                                                            

Asset Status                              As of (date):                         
Principal Balance:                     $                                  
Unpaid Accrued Interest:               $                                  
Unpaid Late Fees/other fees:           $                                  
Tax Escrow Balance:                    $                                  
Insurance Escrow Balance:              $                                  
Monthly P+I Payment:                   $                                  
Interest Rate:                         %                                  
Date Principal Paid To:                                                   
Date Interest Paid To:                                                    
Origination Date:                                                         
Maturity Date:                                                            

Executive Summary:                                                              

17.   Summarize the transaction                                                 
a.    note deviations from requirements for subordinate/mezzanine   
financing contained in Loan Documents                   
  b.    if Rating Agency Confirmation is permitted under applicable Loan
Documents, note if such Confirmation will be sought     
18.   State amount and purpose of Lien/Financing                                
19.   Interest Rate                                                             
20.   Amount of Monthly/Periodic Payment (identify if P&I or Interest only)     
21.   Identify Subordinate/Mezzanine Lender                                     
   a.    provide any information furnished by Mortgagor regarding proposed
lender                                                  
22.   Collateral pledged or mortgaged as security:                              
23.   Briefly describe collateral                                               
a.    Size, occupancy, primary tenants, location                    

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    b.    NOI and DSCR for prior year and, if available, prior two years and
Pro-forma NOI DSCR                                      
24.   Complete the chart below:                                                 

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The transaction terms and property characteristics are summarized as follows:   

Estimated closing date for financing:                                           
--------------------------------------------------------------------------------
Administrative fee to Primary Servicer          $                               

Additional Fees, if any                         $                               
(50%: Special Servicer; 10%: Master Servicer;                                   
40%: Primary Servicer                                                           

Most recent appraised value according to        $                               
appraisal in Primary Servicer's possession                                      

Loan-to-value as of initial underwriting        %                               

Occupancy as of                                 %                               

12/31/__ NOI                                    $                               

Debt service coverage as of                     x                               

Project Status & Description: (See attached Asset Summary, most recent          
Inspection Report and most recent rent roll)                                    

3. Describe any current, material issues regarding the operating status of the  
property:                                                                       
(e.g. issues surrounding current occupancy, anchor tenants, tenant rollover)    

Property Financial Summary: (See attached most recent Income and Expense        
Statement for Mortgaged Property and operating statement review)                

Escrow Status:                                                                  
3.    Explain status of all Reserves                                            

Collateral Valuation:                                                           

5.    Discuss the original appraisal                                            
E.    Who prepared                                                  
    F.    Attach Executive Summary and discussion of approach to value given
    most weight from most recent appraisal in Primary Servicer's
possession                                              

6.    Comparison of the following (original to actual property):                
I.    Vacancy                                                       
J.    Rents                                                         
K.    Taxes                                                         
L.    Other Key Expenses                                            

Current Market Conditions:                              

      Briefly state material current real estate market dynamics and
economic influences that may affect the operational performance of the property.

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Recommendation:                                                                 

5.    STATE RECOMMENDATION FOR APPROVAL.                                        

6.    HIGHLIGHT STRENGTHS AND WEAKNESSES. HOW ARE WEAKNESSES MITIGATED? (BULLET 
POINTS ARE FINE)                                                    

Request for Special Servicer Consent:                                           

Primary Servicer hereby recommends and requests consent of Special Servicer to  
the foregoing [Subordinate/Mezzanine] Financing.                                

< >                                                                             

By: _______________________________________                                     

Title: _____________________________________                                    

Date: _____________________________________                                     

Consent to Additional Lien, Monetary Encumbrance or Mezzanine Financing as      
described above is given:                                                       
CENTERLINE SERVICING INC., acting solely in its capacity as                     
Special Servicer                                                                

By: _______________________________________                                     

Title: _____________________________________                                    

Date: _____________________________________                                     

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 Schedule of Exhibits to Additional Lien, Monetary Encumbrance
 or Mezzanine Financing Submission

17.   Most recent Income & Expense Statement for property and operating         
statement review                                                    
18.   Original Asset Summary for Mortgaged Property                             
19.   [For Mezzanine financing: If available from Mortgagor, diagram of proposed
ownership structure, including percentages of ownership]            
20.   [For subordinate mortgage: Copy of Subordination/Intercreditor Agreement  
in substantially the form to be executed with subordinate lender]   
21.   Copy of Note, Mortgage and any Loan Agreement                             
22.   Copy of subordinate loan documents in substantially the form to be        
executed                                                            
23.   Most recent Rent Roll.                                                    
24.   Other items as required by the description set forth above                

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APPENDIX 4                                                                      
Lease Summary Submission Package                                                

                                                 Loan # ________________________

Borrower Name:                                                                  
 _______________________________________________________________________________

Property Name:                                                                  
 _______________________________________________________________________________

Total Property NRSF (Per Rent Roll):                                            
________________________________________________________________________________

Lease Sq. Footage ________ % of Total NRSF                                      
Is Lease A Major Lease Per Loan Docs (Y/N)                                      
______________________________________________                                  

--------------------------------------------------------------------------------
 LEASE INFORMATION
--------------------------------------------------------------------------------
4.    Parties to Lease                                                          

      j.    Landlord:___________________________________________________________
k.    Rent Commencement Date:                                       
            ____________________________________________________________________
      l.    Tenant: ____________________________________________________________
      m.    Parent Company (if applicable): ____________________________________
n.    Subtenant and/or Assignee (if                                 
            applicable):________________________________________________________
o.    If Yes, Is Original Tenant Liable?                            
(Y/N)__________________________________                 
      p.    Guarantor(s):_______________________________________________________
      q.    Tenant financial statements attached:_______________________________
      r.    If not, why: _______________________________________________________

--------------------------------------------------------------------------------
5.    Basic Lease Terms                                                         

g.    Lease Commencement Date:                                      
            ____________________________________________________________________

h.    Rent Commencement Date:                                       
            ____________________________________________________________________

i.    Lease Expiration:                                             
            ____________________________________________________________________

j.    Unexercised Extension Options (Y/N):                          
________________________________________________________
- If Yes, # of Options/Term (i.e. 1-3 yrs):             

       _______________________________________________________________
-Terms:                       

________________________________________________________________________________

k.    Lease Type (Credit/Form):                                     

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            ____________________________________________________________________

l.    Use of Premises:                                              
            ____________________________________________________________________

6.    Lease Economic Terms                                                      

g.    Current Base Annual Rent $                                    
            ____________________________________________________________________

h.    Scheduled Increases Date/New Annual:                          
     _____________________________________________________________

i.    Increases/Option Periods (Date/New Annual Rent/PSF):          
     _____________________________________________________________

j.    Percentage Rent Clause? Breakpoint:                           
       _______________________________________________________________

k.    TI Amortization Component:                                    
_______________________________________________         

l.    Rent Concessions (enter month):                               
__________________________________________              

9.    Expense Reimbursement Recoverable From the Lease (Only note those that    
apply):                                                             
      --------------------------------------------------------------------------
      j.    Taxes_______________________________________________________________

      k.    Insurance___________________________________________________________

      l.    Management Fees_____________________________________________________

      m.    Utilities___________________________________________________________

      n.    Non-Structural Maintanance/Repair___________________________________

      o.    Contract Services __________________________________________________

      p.    Administrative (% of CAM) __________________________________________

      q.    Professional Fees___________________________________________________

      r.    CAM_________________________________________________________________

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10.   Options                                                                   

c.    Purchase Option (Note Date/Terms):                            
            ____________________________________________________________________

d.    Right of First Refusal (Note Date/Terms/Reference             
DOT): ______________________________________________    
--------------------------------------------------------------------------------
11.   Other Information (Only note those that apply):                           

e.    Expense Stop Formula                                          
            ____________________________________________________________________

f.    Base Year                                                     
            ____________________________________________________________________

g.    Security/Other                                                
            Deposits ___________________________________________________________

h.    Tenant Improvement                                            
            Allowance __________________________________________________________

-Above Standard                                           
TI's? __________________________________________________________________________
--------------------------------------------------------------------------------
12.   Compliance                                                                

a.    Lease meets all requirements of the Loan Documents. (Y/N)     

            If no, specify______________________________________________________

 b.    Landlord has complied with all leasing requirements in the Loan
Documents. (Y/N)                                        

            If no, specify______________________________________________________

13.   Recommendation                                                            
Request for Master Servicer Consent:                                            
Primary Servicer hereby recommends and requests consent of Master Servicer to   
the foregoing Lease Approval.                                                   

By: ___________________________________                                         
Title: _________________________________                                        
Date: _________________________________                                         

Consent to Lease Approval is given:                                             

_______________________________________, acting solely in its capacity as Master
Servicer                                                                        

By: _____________________________________                                       
Title:____________________________________Date: ________________________________

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Exhibits to Lease Summary Submission Package                                    

7.    Borrower's written request                                                
8.    Lease with amendments, if any                                             
9.    Current Rent Roll                                                         
10.   Current Operating Statement                                               
11.   Tenant Financial Statement                                                
12.   Applicable provision of Loan Documents                                    

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                                                        [Enlarge/Download Table]

                                               EXHIBIT BB                                               

                         Controlling Class Certificateholder's Reports Checklist                        

             Information                                      Format                 Frequency          
--------------------------------------------------------------------------------------------------------
                                                                                                        
     Property Operating Statement           Actual           PDF/TIF           As received/Quarterly    
          Property Rent Roll                Actual           PDF/TIF           As received/Quarterly    
 Other Financials as required by loan       Actual           PDF/TIF                As received         
              documents                                                                                 

         Property Inspection                Actual           PDF/TIF           As received/Quarterly    
Payments Received After Determination      Monthly            Excel          Master Servicer Remittance 
           Date Report (1)                                                              Date            
 Mortgage Loans Delinquent Report (2)      Monthly            Excel              30th of each month     
  Interest on Advance Reconciliation       Monthly            Excel              Distribution Date      
  CMSA Setup File (Issuer/Servicer)        CMSA IRP        Access/Excel      Monthly/Distribution Date  
          CMSA Property File               CMSA IRP        Access/Excel      Monthly/Distribution Date  
    CMSA Loan Periodic Update File         CMSA IRP        Access/Excel      Monthly/Distribution Date  
         CMSA Financial File               CMSA IRP        Access/Excel      Monthly/Distribution Date  
Distribution Statement (Paying Agent)      Monthly          Excel/PDF        Monthly/Distribution Date  
    CMSA Bond File (Paying Agent)          CMSA IRP        Access/Excel      Monthly/Distribution Date  
 CMSA Collateral File (Paying Agent)       CMSA IRP        Access/Excel      Monthly/Distribution Date  
      CMSA Supplemental Reports            CMSA IRP        Access/Excel      Monthly/Distribution Date  
 Operating Statement Analysis Report       CMSA IRP        Access/Excel      Monthly/Distribution Date  
       NOI Adjustment Worksheet            CMSA IRP        Access/Excel      Monthly/Distribution Date  
   Documentation Exceptions Report        Quarterly        Access/Excel      Monthly/Distribution Date  
              (Trustee)                                                                                 

Footnotes:                                                                      

     1)    On the Master Servicer Remittance Date following each Determination
         Date, a list of all Mortgage Loans which are delinquent as to the
       applicable Collection Period on that Master Servicer Remittance
           Date. This list should represent all delinquent Mortgage Loans that
required a P&I Advance to be made.                      

     2)    On the last day of the month (30th), for all delinquencies reported
         in #1 above, a list of all Mortgage Loans which remain delinquent
 for such Collection Period (along with the number of days
          delinquent), accompanied with any reason, in the Master Servicer's
            opinion, for the continued delinquency of such Mortgage Loans, along
      with an explanation of the Master Servicer's attempts to cure.

3)    Centerline requests that the above information be organized in
         ascending Prospectus Loan I.D. order and forwarded on each of the
      above listed dates via E-Mail to the following address, or all
           reports and data files shall be available via the Master Servicer's
or the Trustee's Website.                               

Ricka Moore                   Larry Duggins                                     

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Director Bond/Mortgage Surveillance President                                   
Centerline REIT Inc.                Centerline REIT Inc.                        
rmoore@Centerline.com               lduggins@Centerline.com                     
(972) 580-1688 ext. 29              (972) 580-1688 ext. 11                      

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EXHIBIT CC

Form of Sarbanes-Oxley Certification

 CERTIFICATION

     Re: Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, Series 2007-TOP26, issued pursuant to the Pooling and
Servicing Agreement dated as of April 1, 2007 (the "Pooling and Servicing       
Agreement") between Bear Stearns Commercial Mortgage Securities Inc., as        
depositor, Wells Fargo Bank, National Association, as master servicer (the      
"Master Servicer"), Centerline Servicing Inc., as special servicer, LaSalle Bank
National Association, as Trustee and Custodian (the "Trustee") and Wells Fargo  
Bank, National Association, as Paying Agent, Certificate Registrar and          
Authenticating Agent (the "Paying Agent").                                      

     Capitalized terms used but not defined herein have the meanings set forth
in the Pooling and Servicing Agreement.                                         

__________________________________________  

   I, [identity of certifying individual], the senior officer in charge of
securitization of the Depositor, hereby certify that:                           

    1. I have reviewed this report on Form 10-K and all reports on Form 10-D
required to be filed in respect of the period covered by this report on Form    
10-K of Bear Stearns Commercial Mortgage Securities Trust 2007-TOP26 (the       
"Exchange Act Periodic Reports");                                               

   2. Based on my knowledge, the Exchange Act Periodic Reports, taken as a
whole do not contain any untrue statement of a material fact or omit to state a 
material fact necessary to make the statements made, in the light of the        
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;                                           

3. Based on my knowledge, all distribution, servicing and other     
information required to be provided under Form 10-D for the period covered by   
this report is included in the Exchange Act Periodic Reports;                   

      4. Based on my knowledge and the servicer compliance statement(s) required
in this report under Item 1123 of Regulation AB, and except as disclosed in the 
Exchange Act Periodic Reports, the servicer(s) [has/have] fulfilled [its/their] 
obligations under the Pooling and Servicing Agreement or the applicable         
sub-servicing agreement or primary servicing agreement; and                     

     5. All of the reports on assessment of compliance with servicing criteria
for asset-backed securities and their related attestation reports on assessment 
of compliance with servicing criteria for asset-backed securities required to be
included in this report in accordance with Item 1122 of Regulation AB and       
Exchange Act Rules 13a-18 and 15d-18 have been included as an                   

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exhibit to this report, except as otherwise disclosed in this report. Any       
material instances of noncompliance described in such reports have been         
disclosed in this report on Form 10-K.                                          

In giving the certifications above, I have reasonably relied on     
information provided to me by the following unaffiliated parties;               

o  Wells Fargo Bank, National Association, as Master Servicer;
o  Centerline Servicing Inc., as Special Servicer;            
o  Wells Fargo Bank, National Association, as Paying Agent;   
o  Principal Global Investors, LLC, as Primary Servicer;      
     o  LaSalle Bank National Association, as Trustee and Custodian; and
o  [names of sub-servicers]                                   

Date: [___]                                                                     

                                        By _________________________________
               Name:
                Title:

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EXHIBIT CC-1

 Form of Sarbanes-Oxley Backup Certification

 CERTIFICATION

Bear Stearns Commercial Mortgage Securities Inc.                                
1585 Broadway                                                                   
New York, New York  10036                                                       

Wells Fargo Bank, National Association                                          
45 Fremont Street                                                               
2nd Floor                                                                       
San Francisco, California 94105                                                 

        Re: Bear Stearns Commercial Mortgage Securities Inc., Commercial
Mortgage Pass-Through Certificates, Series 2007-TOP26, issued pursuant to the   
Pooling and Servicing Agreement dated as of April 1, 2007 (the "Pooling and     
Servicing Agreement") between Bear Stearns Commercial Mortgage Securities Inc., 
as depositor, Wells Fargo Bank, National Association, as master servicer (the   
"Master Servicer"), Centerline Servicing Inc., as special servicer, LaSalle Bank
National Association, as Trustee and Custodian and Wells Fargo Bank, National   
Association, as Paying Agent, Certificate Registrar and Authenticating Agent    
(the "Paying Agent") [./; and]                                                  

         [the Subservicing Agreement, dated as of _____ (the "Subservicing
Agreement") between [identify parties].                                         

           Capitalized terms used but not defined herein have the meanings set
forth in the Subservicing Agreement or, if not defined in the Subservicing      
Agreement, then the meanings set forth in the Pooling and Servicing Agreement.  

__________________________________________  

   I, [identity of certifying individual], hereby certify to the Depositor
and the Master Servicer and its officers, directors and Affiliates              
(collectively, the "Certification Parties") as follows, with the knowledge and  
intent that the Certification Parties will rely on this Certification in        
connection with the certification concerning the Trust to be signed by an       
officer of the Depositor and submitted to the Securities and Exchange Commission
pursuant to the Sarbanes-Oxley Act of 2002:                                     

1. I have reviewed the report of information provided by the [Master
Servicer/Special Servicer/Paying Agent/Trustee/Primary Servicer/Subservicer] for
inclusion in the Annual Report on Form 10-K ("Form 10-K") relating to the Trust 
and all reports of information by the [Master Servicer/Special Servicer/Paying  
Agent/Trustee/Primary Servicer/Subservicer] for inclusion in the Asset-Backed   
Issuer Distribution Reports on Form 10-D ("Form 10-D") relating to the Trust    
(such reports by the [Master Servicer/Special Servicer/Paying                   
Agent/Trustee/Primary Servicer/Subservicer], collectively, the "[Master         

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Servicer/Special Servicer/Paying Agent/Trustee/Primary Servicer/Subservicer]    
Periodic Reports");                                                             

  2. Based on my knowledge, the [Master Servicer/Special Servicer/Paying
Agent/Trustee/Primary Servicer/Subservicer] Periodic Reports, taken as a whole, 
do not contain any untrue statement of a material fact or omit to state a       
material fact necessary to make the statements made, in light of the            
circumstances under which such statements were made, not misleading with respect
to the period covered by the Form 10-K;                                         

3. Based on my knowledge, all distribution, servicing and other     
information required to be provided in the [Master Servicer/Special             
Servicer/Paying Agent/Trustee/Primary Servicer/Subservicer] Periodic Reports    
under the provisions of the [Pooling and Servicing/Subservicing] Agreement for  
the calendar year preceding the date of the Form 10-K is included in the [Master
Servicer/Special Servicer/Paying Agent/Trustee/Primary Servicer/Subservicer]    
Periodic Reports;                                                               

     4. Based on my knowledge and the compliance review conducted in preparing
the [Master Servicer/Special Servicer/Paying Agent/Trustee/Primary              
Servicer/Subservicer]'s compliance statement under the [Pooling and             
Servicing/Subservicing] Agreement in connection with Item 1123 of Regulation AB,
and except as disclosed in the [Master Servicer/Special Servicer/Paying         
Agent/Trustee/Primary Servicer/Subservicer] Periodic Reports, the [Master       
Servicer/Special Servicer/Paying Agent/Trustee/Primary Servicer/Subservicer] has
fulfilled its obligations under the [Pooling and Servicing/Subservicing]        
Agreement; and                                                                  

     5. All of the reports on assessment of compliance with servicing criteria
for asset-backed securities and their related attestation reports on assessment 
of compliance with servicing criteria for asset-backed securities required under
the [Pooling and Servicing/Subservicing] Agreement to be included in this       
certification in connection with Item 1122 of Regulation AB and Exchange Act    
Rules 13a-18 and 15d-18, have been included as an exhibit to this certification,
except as otherwise disclosed in this certification. Any material instances of  
noncompliance described in such reports have been disclosed in this             
certification.                                                                  

In giving the certifications above, I have reasonably relied on     
information provided to me by the following unaffiliated parties: [name of      
trustee, name or paying agent, certificate administrator or other similar party;
name of depositor; name of master servicer; name of other subservicer].         

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 This Certification is being signed by me as an officer of the [Master
Servicer/Special Servicer/Paying Agent/Trustee/Primary Servicer/Subservicer]    
responsible for reviewing the activities performed by the [Master               
Servicer/Special Servicer/Paying Agent/Trustee/Primary Servicer/Subservicer]    
under the [Pooling and Servicing/Subservicing] Agreement.                       

Date: [___]                                                                     

                                        By _________________________________
               Name:
                Title:

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EXHIBIT DD

[NOT APPLICABLE FOR TOP26]

 FORM OF TRUSTEE NON-SERVICED MORTGAGE LOAN NOTICE
April 18, 2007

[INSERT ADDRESSES OF RELATED TRUSTEE,CERTIFICATE REGISTRAR, PAYING AGENT, MASTER
SERVICER AND SPECIAL SERVICER]                                                  

[Holders of the [Name of Non-Serviced Companion Loans]]                         

Re:   Bear Stearns Commercial Mortgage Securities Trust 2007-TOP26, Commercial  
Mortgage Pass-Through Certificates, Series 2007-TOP26 - [Name of    
Non-Serviced Mortgage Loan]                                         

Ladies and Gentlemen:                                                           

Bear Stearns Commercial Mortgage Securities Trust 2007-TOP26, Commercial        
Mortgage Pass-Through Certificates, Series 2007-TOP26 (the "Trust Fund") is the 
[_________] Noteholder, as such term is defined under the [description of       
intercreditor agreement] (the "Intercreditor Agreement"). In connection with the
deposit of the [___] Note of the [Non-Serviced Mortgage Loan] into the Bear     
Stearns Commercial Mortgage Securities Trust 2007-TOP26 established by Bear     
Stearns Commercial Mortgage Securities Inc., the contact information for each of
the parties to the related pooling and servicing agreement are set forth on     
Schedule I attached hereto.                                                     

The [Non-Serviced Mortgage Loan] is being serviced pursuant to the terms of that
certain Pooling and Sevicing agreement dated as of [________], among            
[_______________], as may be from time to time amended, supplemented or modified
(the "[______________] Pooling Agreement"). Wells Fargo Bank, National          
Association, as Certificate Registrar and Paying Agent for the registered       
holders of the Trust Fund (the "Certificate Registrar"), hereby directs the     
applicable parties to the [______________] Pooling Agreement as follows:        

(i) Remit all amounts payable in accordance with the Intercreditor Agreement and
the [______________] Pooling Agreement due to the holder of the [___] Note of   
the [Non-Serviced Mortgage Loan] on such days as specified in the               
[______________] Pooling Agreement to Wells Fargo Bank, National Association, as
master servicer of the Trust Fund (the "Master Servicer"), and to the collection
account set forth on Schedule II attached hereto; and                           

(ii) Forward, deliver or otherwise make available, as the case may be, all      
reports, statements, documents, communications and other information that are to
be forwarded, delivered or otherwise made available to the holder of the [___]  
Note of the [Non-Serviced Mortgage Loan] in accordance with the Intercreditor   
Agreement and the [______________] Pooling Agreement to the Certificate         
Registrar and the Master Servicer.                                              

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Thank you for your attention to this matter.                                    

WELLS FARGO BANK, NATIONAL ASSOCIATION                                          
as Certificate Registrar and Paying Agent for the Holders of the Bear Stearns   
Commercial Mortgage Securities Trust 2007-TOP26, Commercial Mortgage            
Pass-Through Certificates, Series2007-TOP26                                     

By:_______________________________________                                      
Name:_____________________________________                                      
Title:______________________________________                                    

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 SCHEDULE I TO FORM OF TRUSTEE
 NON-SERVICED MORTGAGE LOAN NOTICE

Centerline Servicing Inc., as Special Servicer                                  
5605 North MacArthur Blvd.                                                      
Suite 950                                                                       
Irving, Texas 75038                                                             

Wells Fargo Bank, National Association, as Master Servicer                      
45 Fremont Street 2nd Floor                                                     
San Francisco CA  94105                                                         

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland  21045-1951                                                  

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SCHEDULE II TO FORM OF TRUSTEE
 NON-SERVICED MORTGAGE LOAN NOTICE

(BSCMSI 2007-TOP26 Collection Account Information)

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SCHEDULE I

 BSCMI LOAN SCHEDULE

                                                        [Enlarge/Download Table]

                   Mortgage                                                                                                     
  Mortgage                                                                                                          Cut-Off Date
  Loan Seller      Loan No.    Property Name      Street Address  City               State    Maturity Date             Balance 
---------------- ------------- ------------------ --------------- ----------------- -------- ----------------- -----------------
                                                                                                                                
                               One Dag                                                                                          
                               Hammarskjold       885 Second                                                                    
     BSCMI            1        Plaza              Avenue          New York            NY        02/01/2022         $150,000,000 

                                                  909 Pine                                                                      
     BSCMI            2        One AT&T Center    Street          St. Louis           MO        01/01/2017         $112,695,000 

                                                  1800 North                                                                    
     BSCMI            5        Academy Sports HQ  Mason Road      Katy                TX        02/01/2017          $68,250,000 

                               Viad Corporate     1850 North                                                                    
     BSCMI            6        Center             Central Avenue  Phoenix             AZ        12/01/2016          $65,000,000 

                                                  455                                                                           
                               DoubleTree Hotel   Washington                                                                    
     BSCMI            8        Jersey City        Boulevard       Jersey City         NJ        01/01/2017          $45,000,000 

                               The Shops at       1600-1620                                                                     
     BSCMI            10       Sherman Plaza      Sherman Avenue  Evanston            IL        03/01/2017          $30,275,000 

                                                  503-511                                                                       
     BSCMI            11       503 Broadway       Broadway        New York            NY        12/01/2016          $30,000,000 

                                                  10305 Pacific                                                                 
     BSCMI            19       One Pacific Place  Street          Omaha               NE        03/01/2017          $23,400,000 

                               Holiday Inn -      2100 North                                                                    
     BSCMI            21       Santa Maria        Broadway        Santa Maria         CA        03/01/2017          $23,000,000 

                                                  6075-6201 N.                                                                  
     BSCMI            22       Lincoln Village    Lincoln Avenue  Chicago             IL        12/01/2016          $22,035,000 

                                                  2200 E. First                                                                 
     BSCMI            29       Las Ventanas       Street          Alamogordo          NM        02/01/2017          $17,574,000 

                                                  100                                                                           
                                                  Challenger                                                                    
     BSCMI            30       100 Challenger     Road            Ridgefield Park     NJ        03/01/2018          $17,000,000 

                               Fox Chapel         19717 N.                                                                      
     BSCMI            32       Shopping Center    Frederick Road  Germantown          MD        02/01/2017          $15,500,000 

                               Four Points                                                                                      
     BSCMI            35       Newark Airport     901 Spring St.  Elizabeth           NJ        02/01/2017          $14,967,632 

                                                  2200 East                                                                     
     BSCMI            38       HSBC Sioux Falls   Benson Road     Sioux Falls         SD        10/01/2014          $13,755,000 


                                     Original                                                                                   
  Mortgage                             Term      Remaining Term   Original      Remaining                                       
  Loan Seller        Note Date      to Maturity   to Maturity    Amort. Term   Amort. Term   ARD Loan                           
----------------  ---------------- ------------- --------------- ------------ -------------- ----------                         
                                                                                                                                
     BSCMI          01/26/2007         180            178            IO            IO           Yes                             

     BSCMI          12/21/2006         120            117            IO            IO           Yes                             

     BSCMI          01/18/2007         120            118            IO            IO           Yes                             

     BSCMI          11/10/2006         120            116            IO            IO           No                              

     BSCMI          12/18/2006         120            117            IO            IO           No                              

     BSCMI          02/12/2007         120            119            IO            IO           No                              

     BSCMI          12/01/2006         120            116            IO            IO           No                              

     BSCMI          02/06/2007         120            119            IO            IO           Yes                             

     BSCMI          02/16/2007         120            119            360           360          No                              

     BSCMI          12/01/2006         120            116            IO            IO           No                              

     BSCMI          01/25/2007         120            118            360           360          No                              

     BSCMI          02/14/2007         132            131            360           360          No                              

     BSCMI          01/26/2007         120            118            IO            IO           No                              

     BSCMI          02/01/2007         120            118            360           358          No                              

     BSCMI          02/09/2007          91             90            IO            IO           Yes                             

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                   Mortgage                                                                                                     
  Mortgage                                                                                                          Cut-Off Date
  Loan Seller      Loan No.    Property Name      Street Address  City               State    Maturity Date             Balance 
---------------- ------------- ------------------ --------------- ----------------- -------- ----------------- -----------------
                                                                                                                                
                               FedEx -            9140 Woodend                                                                  
     BSCMI            39       Edwardsville       Road            Edwardsville        KS        12/01/2016          $12,880,000 

                               Inn at Chester     815 North                                                                     
     BSCMI            42       Springs            Pottstown Pike  Uwchlan Township    PA        03/01/2017          $12,489,131 

                                                  1029-1041 E.                                                                  
     BSCMI            46       First and Shaw     Shaw Avenue     Fresno              CA        04/01/2016          $11,100,000 

                               Newbury                                                                                          
                               Portfolio - 222                                                                                  
                               Newbury Street     222 Newbury                                                                   
     BSCMI            52       (I)                Street          Boston              MA        02/01/2017           $4,000,000 

                               Newbury                                                                                          
                               Portfolio - 224                                                                                  
                               Newbury Street     224 Newbury                                                                   
     BSCMI            53       (I)                Street          Boston              MA        02/01/2017           $1,750,000 

                               Newbury                                                                                          
                               Portfolio - 232                                                                                  
                               Newbury Street     232 Newbury                                                                   
     BSCMI            54       (I)                Street          Boston              MA        02/01/2017           $1,750,000 

                               Newbury                                                                                          
                               Portfolio - 226                                                                                  
                               Newbury Street     226 Newbury                                                                   
     BSCMI            55       (I)                Street          Boston              MA        02/01/2017           $1,500,000 

                               Newbury                                                                                          
                               Portfolio - 230                                                                                  
                               Newbury Street     230 Newbury                                                                   
     BSCMI            56       (I)                Street          Boston              MA        02/01/2017           $1,000,000 

                               Indrio Crossings   4890 Kings                                                                    
     BSCMI            59       Shopping Center    Highway         Fort Pierce         FL        01/01/2017           $9,600,000 

                                                  411 West                                                                      
                               NC Mutual          Chapel Hill                                                                   
     BSCMI            63       Building           Street          Durham              NC        01/01/2012           $9,350,000 

                                                  145 Mission                                                                   
     BSCMI            71       HIE Solvang        Drive           Solvang             CA        02/01/2017           $8,250,000 

                                                  5332                                                                          
                                                  Prosperity                                                                    
     BSCMI            80       Prosperity Market  Church Road     Charlotte           NC        03/01/2017           $7,360,000 

                               Walgreens - St.    3839 4th                                                                      
     BSCMI            85       Petersburg         Street North    St Petersburg       FL        02/01/2017           $7,000,000 


                                     Original                                                                                   
  Mortgage                             Term      Remaining Term   Original      Remaining                                       
  Loan Seller        Note Date      to Maturity   to Maturity    Amort. Term   Amort. Term   ARD Loan                           
----------------  ---------------- ------------- --------------- ------------ -------------- ----------                         
                                                                                                                                

     BSCMI          11/15/2006         120            116            IO            IO           Yes                             

     BSCMI          03/01/2007         120            119            360           359          No                              

     BSCMI          03/27/2006         120            108            360           360          No                              

     BSCMI          01/10/2007         120            118            IO            IO           No                              

     BSCMI          01/10/2007         120            118            IO            IO           No                              

     BSCMI          01/10/2007         120            118            IO            IO           No                              

     BSCMI          01/10/2007         120            118            IO            IO           No                              

     BSCMI          01/10/2007         120            118            IO            IO           No                              

     BSCMI          12/28/2006         120            117            360           360          No                              

     BSCMI          12/21/2006          60             57            360           360          No                              

     BSCMI          02/01/2007         120            118            360           360          No                              

     BSCMI          02/09/2007         120            119            360           360          Yes                             

     BSCMI          01/04/2007         120            118            IO            IO           No                              

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                   Mortgage                                                                                                     
  Mortgage                                                                                                          Cut-Off Date
  Loan Seller      Loan No.    Property Name      Street Address  City               State    Maturity Date             Balance 
---------------- ------------- ------------------ --------------- ----------------- -------- ----------------- -----------------
                                                                                                                                
                               Tractor Supply                                                                                   
                               Portfolio - New                                                                                  
     BSCMI            90       Braunfels (III)    840 Loop 337    New Braunfels       TX        12/01/2016           $1,750,000 

                               Tractor Supply                                                                                   
                               Portfolio -        1820 US                                                                       
     BSCMI            91       Livingston (III)   Highway 190     Livingston          TX        12/01/2016           $1,725,000 

                               Tractor Supply     2005 West                                                                     
                               Portfolio - La     State Highway                                                                 
     BSCMI            92       Grange (III)       71              La Grange           TX        12/01/2016           $1,405,000 

                               Tractor Supply                                                                                   
                               Portfolio -        1408 East                                                                     
     BSCMI            93       Crockett (III)     Loop 304        Crockett            TX        12/01/2016           $1,325,000 

                                                  12050                                                                         
                               Walgreens -        Bustleton                                                                     
     BSCMI           113       Philadelphia       Avenue          Philadelphia        PA        01/01/2017           $5,000,000 

                               1577 Northern      1577 Northern                                                                 
     BSCMI           114       Blvd               Blvd            Manhasset           NY        01/01/2017           $5,000,000 

                                                  4601 23rd                                                                     
                               HOM Furniture -    Avenue                                                                        
     BSCMI           118       Fargo              Southwest       Fargo               ND        02/01/2017           $4,800,000 

                               Magnolia Pointe    2000 Clemson                                                                  
     BSCMI           122       Shopping Center    Road            Columbia            SC        03/01/2017           $4,495,671 

                               La-Z-Boy -         3050 Berlin                                                                   
     BSCMI           128       Newington          Turnpike        Newington           CT        02/01/2017           $4,140,000 

                                                  700                                                                           
                               High Pointe        Columbiana                                                                    
     BSCMI           135       Centre             Drive           Irmo                SC        03/01/2017           $3,996,241 

                               Comfort Inn -      4870 Old                                                                      
     BSCMI           139       Columbus           Rathmell Court  Obetz               OH        03/01/2017           $3,745,115 

                                                  2555 Ocean                                                                    
     BSCMI           142       King's Ocean       Avenue          Brooklyn            NY        01/01/2017           $3,500,000 

                               Sack 'N Save       11445 Garland                                                                 
     BSCMI           148       Garland            Road            Dallas              TX        03/01/2017           $3,290,000 

                                                  5692 Rising                                                                   
     BSCMI           155       Mack Rite Aid      Sun Avenue      Philadelphia        PA        02/01/2017           $3,100,000 


                                     Original                                                                                   
  Mortgage                             Term      Remaining Term   Original      Remaining                                       
  Loan Seller        Note Date      to Maturity   to Maturity    Amort. Term   Amort. Term   ARD Loan                           
----------------  ---------------- ------------- --------------- ------------ -------------- ----------                         
                                                                                                                                
     BSCMI          12/01/2006         120            116            IO            IO           Yes                             

     BSCMI          12/01/2006         120            116            IO            IO           Yes                             

     BSCMI          12/01/2006         120            116            IO            IO           Yes                             

     BSCMI          12/01/2006         120            116            IO            IO           Yes                             

     BSCMI          12/15/2006         120            117            IO            IO           No                              

     BSCMI          12/29/2006         120            117            IO            IO           No                              

     BSCMI          01/04/2007         120            118            IO            IO           Yes                             

     BSCMI          03/01/2007         120            119            360           359          No                              

     BSCMI          01/05/2007         120            118            IO            IO           Yes                             

     BSCMI          03/01/2007         120            119            360           359          No                              

     BSCMI          02/27/2007         120            119            300           299          No                              

     BSCMI          12/18/2006         120            117            360           360          No                              

     BSCMI          02/06/2007         120            119            IO            IO           Yes                             

     BSCMI          01/09/2007         120            118            360           360          No                              

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                   Mortgage                                                                                                     
  Mortgage                                                                                                          Cut-Off Date
  Loan Seller      Loan No.    Property Name      Street Address  City               State    Maturity Date             Balance 
---------------- ------------- ------------------ --------------- ----------------- -------- ----------------- -----------------
                                                                                                                                
                               FedEx - Council    3502 South                                                                    
     BSCMI           185       Bluffs             11th Street     Council Bluffs      IA        12/01/2016           $2,185,000 

                                                  307-311 Main                                                                  
     BSCMI           189       Madison Plaza      Street          Madison             NJ        01/01/2022           $2,100,000 

                                                  39 W 56th                                                                     
     BSCMI           194       39 W 56th Street   Street          New York            NY        02/01/2017           $1,991,335 

                               Staples - Peru,    4350 Mahoney                                                                  
     BSCMI           197       IL                 Drive           Peru                IL        12/01/2011           $1,930,000 

                               Office Depot       704 Boll                                                                      
     BSCMI           203       Enterprise         Weevil Circle   Enterprise          AL        03/01/2017           $1,850,000 

                                                  1105 NE Loop                                                                  
     BSCMI           205       Chili's - Paris    286             Paris               TX        01/01/2017           $1,790,000 
                                                  21-25 Sunrise                                                                 
                                                  Highway/ 12                                                                   

     BSCMI           215       Freeport Henry     Henry Street    Freeport            NY        01/01/2017           $1,550,000 
                               Starbucks &                                                                                      
                               AutoZone                                                                                         
                               Portfolio                                                                                        
                               Roll-Up (V)                                                                                      


                                     Original                                                                                   
  Mortgage                             Term      Remaining Term   Original      Remaining                                       
  Loan Seller        Note Date      to Maturity   to Maturity    Amort. Term   Amort. Term   ARD Loan                           
----------------  ---------------- ------------- --------------- ------------ -------------- ----------                         
                                                                                                                                
     BSCMI          11/15/2006         120            116            IO            IO           Yes                             

     BSCMI          12/21/2006         180            177            360           360          No                              

     BSCMI          01/05/2007         120            118            240           238          No                              

     BSCMI          11/09/2006          60             56            IO            IO           Yes                             

     BSCMI          02/27/2007         120            119            IO            IO           Yes                             

     BSCMI          12/28/2006         120            117            IO            IO           Yes                             

     BSCMI          12/18/2006         120            117            360           360          No                              

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 SCHEDULE II

 WELLS FARGO LOAN SCHEDULE

                                                        [Enlarge/Download Table]

  Mortgage          Mortgage                                                                                                      
  Loan Seller       Loan No.    Property Name              Street Address            City               State     Maturity Date   
----------------- ------------- -------------------------- ------------------------- ---------------- ----------- --------------  
                                                                                                                                  
      WFB              13       Regions/Gillette Medical   435 Phalen Blvd.          St. Paul             MN       03/01/2017     
                                Office                                                                                            
                                MetroNorth Business                                                                               
      WFB              16       Center                     74 Commerce Way           Woburn               MA       01/01/2014     
                                DRA - Lake Emma                                                                                   
      WFB              25       Corporate Park             3200-3210 Lake Emma Road  Lake Mary            FL       02/01/2012     
                                Sierra Trading Post                                                                               
      WFB              26       Fulfillment (B)            5121 Campstool Road       Cheyenne             WY       01/01/2012     
                                Sierra Trading Post                                                                               
      WFB              27       Admin Building (B)         5025 Campstool Rd         Cheyenne             WY       01/01/2012     
                                University Square                                                                                 
      WFB              28       Apts/Retail                1600 Warren Street        Mankato              MN       03/01/2017     
                                Byram Plaza Shopping       Route 206 and Lake                                                     
      WFB              33       Center                     Lackawanna Drive          Stanhope             NJ       04/01/2017     
      WFB              44       Gemini Plaza               1150 Gemini Street        Houston              TX       03/01/2012     
      WFB              48       Rave Cinemas Baton Rouge   16040 Hatteras Ave        Baton Rouge          LA       02/01/2017     
      WFB              58       Rave Cinemas Pensacola     6595 North W. St.         Pensacola            FL       02/01/2017     
                                                           975 West Peachtree                                                     
      WFB              65       The Regency Suites Hotel   Street                    Atlanta              GA       02/01/2017     
      WFB              66       Provo Craft                151 East 3450 North       Spanish Fork         UT       05/01/2020     
      WFB              67       Hampton Inn Lexington      401 E Nelson St.          Lexington            VA       04/01/2017     
      WFB              75       1600 Central Avenue        1600 Central Avenue       Far Rockaway         NY       02/01/2017     
      WFB              86       9300 Flair Drive           9300 Flair Drive          El Monte             CA       03/01/2017     
                                Holiday Inn Express                                                                               
      WFB              88       Chester                    2 Bryle Place             Chester              NY       03/01/2017     
      WFB              89       Glad Business Park         2446-2530 Main Street     Chula Vista          CA       03/01/2017     
                                Tractor Supply Portfolio                                                                          
                                Roll-Up (III)                                                                                     
                                Rave Cinemas Port St.                                                                             
      WFB              94       Lucie                      1900 NW Courtyard Circle  Port St. Lucie       FL       02/01/2017     
      WFB              97       Radisson Hotel Corning     125 Denison Parkway East  Corning              NY       02/01/2017     


  Mortgage             Cut-Off Date                   Original Term  Remaining Term    Original       Remaining                   
  Loan Seller               Balance     Note Date      to Maturity     to Maturity    Amort. Term    Amort. Term      ARD Loan    
-----------------  ----------------- ---------------- -------------- ---------------- ------------ ---------------- --------------
                                                                                                                                  
      WFB               $27,980,140    02/07/2007          120             119            360            359             Yes      

      WFB               $26,000,000    12/21/2006          84              81             IO             IO              No       

      WFB               $18,300,000    01/23/2007          60              58             IO             IO              No       

      WFB               $11,921,878    12/18/2006          60              57             240            237             No       

      WFB                $6,358,335    12/18/2006          60              57             240            237             No       

      WFB               $17,850,000    02/13/2007          120             119            360            360             No       

      WFB               $15,500,000    03/08/2007          120             120            360            360             No       
      WFB               $12,000,000    02/12/2007          60              59             360            360             No       
      WFB               $11,074,354    01/09/2007          120             118            360            358             Yes      
      WFB                $9,677,588    01/12/2007          120             118            360            358             Yes      

      WFB                $9,000,000    01/25/2007          120             118            360            360             No       
      WFB                $8,938,055    10/26/2006          162             157            300            295             No       
      WFB                $8,600,000    03/05/2007          120             120            360            360             Yes      
      WFB                $8,000,000    01/31/2007          120             118            360            360             No       
      WFB                $6,993,825    02/08/2007          120             119            360            359             No       

      WFB                $6,700,000    03/01/2007          120             119            360            360             Yes      
      WFB                $6,500,000    02/23/2007          120             119            IO             IO              No       

      WFB                $6,185,675    01/11/2007          120             118            360            358             Yes      
      WFB                $6,086,710    01/31/2007          120             118            360            358             No       

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  Mortgage          Mortgage                                                                                                      
  Loan Seller       Loan No.    Property Name              Street Address            City               State     Maturity Date   
----------------- ------------- -------------------------- ------------------------- ---------------- ----------- --------------  
                                                                                                                                  
      WFB              99       Western Union              13022 Hollenberg Drive    Bridgeton            MO       01/01/2017     
                                                                                     Clinton                                      
      WFB             100       Macomb Centre              19700-19800 Hall Road     Township             MI       02/01/2017     
      WFB             101       A-American Lipoa           115 East Lipoa Street     Kihei                HI       01/01/2012     
                                Holiday Inn Express                                                                               
      WFB             110       Abingdon                   940 East Main Street      Abingdon             VA       03/01/2017     
      WFB             115       Brea Mini-Storage          502 Apollo Street         Brea                 CA       03/01/2017     
                                                           6481 Orangethorpe Road                                                 
                                Buena Park Business        and 6940-6980 Aragon                                                   
      WFB             116       Complex                    Circle                    Buena Park           CA       02/01/2017     
      WFB             117       Country Inn Hagerstown     17612 Valley Mall Rd      Hagerstown           MD       01/01/2017     
      WFB             119       North Main Storage         1280 North Main Street    Manteca              CA       02/01/2017     
      WFB             120       Brentwood Country Mart     225-253 26th Street       Los Angeles          CA       02/01/2012     
      WFB             123       Days Inn at Country Club   333 West Juanita Ave      Mesa                 AZ       03/01/2017     
                                                           3144 - 3240 Broadway                                                   
      WFB             124       Victoria Place Center      Street                    Eureka               CA       01/01/2017     
                                The Plaza at Jordan                                  West Des                                     
      WFB             126       Creek Crossing             230 S. 68th Street        Moinces              IA       01/01/2017     
      WFB             131       Ameripath                  6750 West 52nd Ave.       Arvada               CO       03/01/2017     
      WFB             136       51 Auto Center Drive       51 Auto Center Drive      Irvine               CA       02/01/2017     
                                Optronics Portfolio                                                                               
                                Roll-Up (IV)                                                                                      
      WFB             137       Optronics - Flora (IV)     604 First Street          Flora                MS       02/01/2022     
      WFB             138       Optronics - Muskogee (IV)  401 S 41st Street East    Muskogee             OK       02/01/2022     
                                                           3406-3436 American                                                     
      WFB             140       American River Drive       River Drive               Sacramento           CA       02/01/2017     
                                                           5625 - 5645 S. Rainbow                                                 
      WFB             146       Rainbow Village Las Vegas  Blvd.                     Las Vegas            NV       02/01/2017     
                                                           321-325 Ocean Front                                                    
                                                           Walk and 5-11 Dudley                                                   
      WFB             147       Venice Beach Retail        Avenue                    Venice Beach         CA       02/01/2017     
      WFB             149       The Elms MHP               871 South Main St         Fon Du Lac           WI       02/01/2017     
                                Sullivan Moving and                                                                               
      WFB             153       Storage                    5704 Copley Drive         San Diego            CA       01/01/2017     


  Mortgage             Cut-Off Date                   Original Term  Remaining Term    Original       Remaining                   
  Loan Seller               Balance     Note Date      to Maturity     to Maturity    Amort. Term    Amort. Term      ARD Loan    
-----------------  ----------------- ---------------- -------------- ---------------- ------------ ---------------- --------------
                                                                                                                                  
      WFB                $6,000,000    12/22/2006          120             117            360            360             Yes      

      WFB                $5,983,694    02/01/2007          120             118            324            322             Yes      
      WFB                $5,972,716    12/19/2006          60              57             300            297             No       

      WFB                $5,200,000    02/15/2007          120             119            300            300             No       
      WFB                $4,995,465    02/05/2007          120             119            360            359             No       

      WFB                $4,988,485    12/21/2006          120             118            360            358             No       
      WFB                $4,977,657    12/14/2006          120             117            300            297             No       
      WFB                $4,650,000    01/24/2007          120             118            360            360             No       
      WFB                $4,500,000    01/02/2007          60              58             IO             IO              No       
      WFB                $4,490,490    02/07/2007          120             119            240            239             No       

      WFB                $4,486,103    12/14/2006          120             117            360            357             No       

      WFB                $4,386,230    12/20/2006          120             117            360            357             No       
      WFB                $4,050,000    02/12/2007          120             119            360            360             Yes      
      WFB                $3,981,137    01/08/2007          120             118            240            238             No       

      WFB                $2,881,349    02/01/2007          180             178            360            358             No       
      WFB                $1,047,942    02/01/2007          180             178            360            358             No       

      WFB                $3,741,790    01/22/2007          120             118            360            358             No       

      WFB                $3,392,471    01/17/2007          120             118            360            358             No       

      WFB                $3,292,716    01/18/2007          120             118            360            358             No       
      WFB                $3,280,000    01/24/2007          120             118            360            360             No       

      WFB                $3,185,226    12/05/2006          120             117            300            297             No       

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  Mortgage          Mortgage                                                                                                      
  Loan Seller       Loan No.    Property Name              Street Address            City               State     Maturity Date   
----------------- ------------- -------------------------- ------------------------- ---------------- ----------- --------------  
                                                                                                                                  
      WFB             157       Hampton Inn - Clackamas    9040 SE Adams Street      Clackamas            OR       02/01/2017     
      WFB             160       Reno Airport Center        1100 East Plumb Lane      Reno                 NV       02/01/2017     
      WFB             162       Midway Industrial Park     2775 & 2785 Kurtz Street  San Diego            CA       02/01/2017     
      WFB             163       3636 Birch Street          3636 Birch Street         Newport Beach        CA       02/01/2017     
      WFB             168       August Supply              1575 Adrian Road          Burlingame           CA       03/01/2017     
                                Security Public Storage                                                                           
      WFB             169       - Sacramento I             3901 Fruitridge Road      Sacramento           CA       02/01/2016     
      WFB             170       North Creek Business Park  14110-14260 NE 21st St.   Bellevue             WA       02/01/2017     
                                                           22929 Hawthorne                                                        
      WFB             171       Cost Plus - Torrance       Boulevard                 Torrance             CA       02/01/2017     
      WFB             173       94 - 125 Leokane           94 - 125 Leokane St.      Waipahu              HI       01/01/2012     
                                                           6330 Lawrenceville                                                     
      WFB             176       Boulevard Walk             Highway 29                Tucker               GA       01/01/2012     
      WFB             177       Hualapai Village Center    3370 S. Hualapai Way      Las Vegas            NV       02/01/2017     
      WFB             181       Newington Warehouse        7234 Fullerton Road       Springfield          VA       01/01/2017     
                                Handi Self Storage -                                                                              
      WFB             182       Lexington                  160 West Tiverton Way     Lexington            KY       03/01/2017     
      WFB             186       CVS - Westland, MI         6501 North Wayne Road     Westland             MI       01/01/2017     
                                Farmington Gateway         18350-18500 Pilot Knob                                                 
      WFB             187       Marketplace                Road                      Farmington           MN       02/01/2017     
                                Interstate Companies -                                                                            
      WFB             188       Grand Forks                3450 S. 42nd Street       Grand Forks          ND       01/01/2017     
      WFB             191       3260 Scott Blvd.           3260 Scott Blvd.          Santa Clara          CA       01/01/2017     
                                                           255 & 845 S. Hill Road;                                                
      WFB             193       Coronado Self Storage      213 S. Camino Del Pueblo  Bernalillo           NM       03/01/2017     
                                Harvest Meat Industrial                                                                           
      WFB             196       Building                   2901 Eunice Avenue        Orlando              FL       02/01/2017     
                                                           1265 Monroe & 1312                                                     
      WFB             198       West Dearborn Apartments   Porter Street             Dearborn             MI       04/01/2017     
      WFB             201       Premier Self Storage       6130 Old Greensboro Rd    Tuscaloosa           AL       02/01/2017     
                                Magnolia Bend Retail                                                                              
      WFB             202       Center                     18423 FM 1488             Magnolia             TX       02/01/2017     
                                Alcan NorthAmerican                                                                               
      WFB             204       Industrial                 46555 Magellan Drive      Novi                 MI       02/01/2017     
                                Valley View Office         5775 E. Los Angeles                                                    


  Mortgage             Cut-Off Date                   Original Term  Remaining Term    Original       Remaining                   
  Loan Seller               Balance     Note Date      to Maturity     to Maturity    Amort. Term    Amort. Term      ARD Loan    
-----------------  ----------------- ---------------- -------------- ---------------- ------------ ---------------- --------------
                                                                                                                                  
      WFB                $3,091,034    01/16/2007          120             118            300            298             No       
      WFB                $3,000,000    01/16/2007          120             118            360            360             No       
      WFB                $2,993,432    01/22/2007          120             118            360            358             No       
      WFB                $2,986,490    12/29/2006          120             118            240            238             No       
      WFB                $2,747,874    02/14/2007          120             119            360            359             No       

      WFB                $2,736,375    01/25/2006          120             106            360            346             No       
      WFB                $2,693,823    01/10/2007          120             118            360            358             No       

      WFB                $2,500,000    12/22/2006          120             118            IO             IO              No       
      WFB                $2,473,303    12/27/2006          60              57             360            357             No       

      WFB                $2,333,253    12/08/2006          60              57             360            357             No       
      WFB                $2,295,005    01/05/2007          120             118            360            358             No       
      WFB                $2,200,000    12/11/2006          120             117            360            360             No       

      WFB                $2,200,000    02/01/2007          120             119            360            360             No       
      WFB                $2,153,480    12/28/2006          120             117            360            357             Yes      

      WFB                $2,142,984    01/31/2007          120             118            300            298             No       

      WFB                $2,135,937    12/04/2006          120             117            240            237             No       
      WFB                $2,093,637    12/13/2006          120             117            360            357             No       

      WFB                $1,998,342    02/09/2007          120             119            360            359             No       

      WFB                $1,975,608    01/25/2007          120             118            360            358             No       

      WFB                $1,915,000    03/02/2007          120             120            360            360             No       
      WFB                $1,895,813    01/08/2007          120             118            360            358             No       

      WFB                $1,850,000    01/31/2007          120             118            360            360             No       

      WFB                $1,791,647    01/01/2007          120             118            240            238             No       

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  Mortgage          Mortgage                                                                                                      
  Loan Seller       Loan No.    Property Name              Street Address            City               State     Maturity Date   
----------------- ------------- -------------------------- ------------------------- ---------------- ----------- --------------  
                                                                                                                                  
      WFB             206       Building                   Avenue                    Simi Valley          CA       03/01/2017     
                                McCarthy Ranch SC (Pad C   74-82 and 170-182 Ranch                                                
      WFB             208       and J)                     Drive                     Milpitas             CA       02/01/2017     
      WFB             209       Dock Street Building2      535 Dock Street           Tacoma               WA       02/01/2014     
      WFB             211       Cheektowaga IP Building    75 Allied Drive           Cheektowaga          NY       03/01/2017     
      WFB             212       Petco - Lakewood           5215 Lakewood Boulevard   Lakewood             CA       03/01/2017     
                                                                                     Clinton                                      
      WFB             213       Hollywood Plaza            15525 15 Mile Road        Township             MI       02/01/2017     
                                Starbucks & AutoZone                                                                              
                                Portfolio - Starbucks      35065 Interstate                                                       
      WFB             216       (V)                        Highway 10 West           Boerne               TX       02/01/2017     
                                Starbucks & AutoZone                                                                              
      WFB             217       Portfolio - AutoZone (V)   3101 North Main Street    Rockford             IL       02/01/2017     
      WFB             218       Inner Space Storage        2950 North 73rd Street    Scottsdale           AZ       02/01/2012     
      WFB             220       Huron Estates Cheboygan    1290 South Huron          Cheboygan            MI       03/01/2017     
      WFB             222       8250-8262 Alpine Ave       8250-8262 Alpine Ave      Sacramento           CA       04/01/2017     
      WFB             223       Mosley Industrial          8200-8210 Mosely Road     Houston              TX       02/01/2017     
      WFB             227       Bartlett Center            1681-1695 South Route 59  Bartlett             IL       02/01/2017     
                                                           4729 North Shepherd                                                    
      WFB             228       Advance Auto - Martin Rd   Drive                     Houston              TX       03/01/2017     
      WFB             230       Transmetco Building        1750 E. Riverfork Dr      Huntington           IN       03/01/2017     
      WFB             231       Buckner Building           1308 Delaware Avenue      Wilmington           DE       03/01/2017     
                                White Cap Construction                                                                            
      WFB             232       Supply - Indianapolis, IN  7130 W. McCarty Street    Indianapolis         IN       02/01/2017     
      WFB             235       Oakman Apartments          5104 - 5120 Oakman Blvd   Dearborn             MI       04/01/2017     
      WFB             236       Park Street Apartments     9746 Park Street          Bellflower           CA       03/01/2017     
                                Advanced Auto - Chelsea,                                                                          
      WFB             237       AL                         16462 US-280 W            Chelsea              AL       03/01/2017     
                                Advance Auto -                                                                                    
      WFB             238       Alexandria, LA             920 MacArthur Drive       Alexandria           LA       02/01/2017     


  Mortgage             Cut-Off Date                   Original Term  Remaining Term    Original       Remaining                   
  Loan Seller               Balance     Note Date      to Maturity     to Maturity    Amort. Term    Amort. Term      ARD Loan    
-----------------  ----------------- ---------------- -------------- ---------------- ------------ ---------------- --------------
                                                                                                                                  
      WFB                $1,748,076    02/07/2007          120             119            324            323             No       

      WFB                $1,742,017    01/12/2007          120             118            240            238             No       
      WFB                $1,694,652    01/16/2007          84              82             300            298             No       
      WFB                $1,600,000    02/16/2007          120             119            360            360             No       
      WFB                $1,598,107    01/29/2007          120             119            300            299             No       

      WFB                $1,596,416    01/05/2007          120             118            360            358             No       

      WFB                  $812,295    01/19/2007          120             118            360            358             No       

      WFB                  $699,642    01/19/2007          120             118            360            358             No       
      WFB                $1,496,785    12/29/2006          60              58             360            358             No       
      WFB                $1,438,828    02/08/2007          120             119            360            359             No       
      WFB                $1,350,000    02/22/2007          120             120            360            360             No       
      WFB                $1,330,000    01/19/2007          120             118            300            300             No       
      WFB                $1,232,475    01/05/2007          120             118            360            358             No       

      WFB                $1,215,000    02/08/2007          120             119            IO             IO              No       
      WFB                $1,184,099    02/02/2007          120             119            360            359             No       
      WFB                $1,150,000    02/22/2007          120             119            360            360             No       

      WFB                $1,097,688    01/10/2007          120             118            360            358             No       
      WFB                $1,053,000    03/02/2007          120             120            360            360             No       
      WFB                $1,049,201    02/06/2007          120             119            360            359             No       

      WFB                $1,029,210    02/13/2007          120             119            360            359             No       

      WFB                $1,014,900    01/31/2007          120             118            360            358             No       

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  Mortgage          Mortgage                                                                                                      
  Loan Seller       Loan No.    Property Name              Street Address            City               State     Maturity Date   
----------------- ------------- -------------------------- ------------------------- ---------------- ----------- --------------  
                                                                                                                                  
      WFB             240       Monterey Medical Office    24551 Silver Cloud Court  Monterey             CA       01/01/2017     
                                Advance Auto -                                       Fernandina                                   
      WFB             241       Fernandina Beach, FL       1880 South 8th Street.    Beach                FL       01/01/2017     
                                National Tire Battery -                                                                           
      WFB             244       Cedar Hill                 408 North Clark Road      Cedar Hill           TX       01/01/2017     
                                Northside Terrace Senior                                                                          
      WFB             245       Apartments                 1002 North 6th Street     Hawley               MN       03/01/2017     
      WFB             246       El Segundo Apartments      321 W. El Segundo Blvd.   El Segundo           CA       03/01/2017     
      WFB             247       Airgas Building            201 S. River Run Road     Flagstaff            AZ       02/01/2017     


  Mortgage             Cut-Off Date                   Original Term  Remaining Term    Original       Remaining                   
  Loan Seller               Balance     Note Date      to Maturity     to Maturity    Amort. Term    Amort. Term      ARD Loan    
-----------------  ----------------- ---------------- -------------- ---------------- ------------ ---------------- --------------
                                                                                                                                  
      WFB                  $997,305    12/01/2006          120             117            360            357             No       

      WFB                  $997,027    12/07/2006          120             117            360            357             No       

      WFB                  $947,121    12/04/2006          120             117            360            357             No       

      WFB                  $944,231    02/21/2007          120             119            360            359             No       
      WFB                  $894,281    02/28/2007          120             119            360            359             No       
      WFB                  $548,850    01/02/2007          120             118            360            358             No       

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SCHEDULE III

PRINCIPAL II LOAN SCHEDULE

                                                        [Enlarge/Download Table]

  Mortgage        Mortgage                                                                                                          
  Loan Seller      Loan No.    Property Name               Street Address                     City               State              
---------------- ------------- --------------------------- ---------------------------------- ---------------- ----------           
                                                                                                                                    
     PCFII            4        Scripps Center              312 Walnut Street                  Cincinnati          OH                
     PCFII            7        909 A Street                909 A Street                       Tacoma              WA                
     PCFII            9        Overlook II                 2839 Paces Ferry Road              Atlanta             GA                
     PCFII            12       Harmony Marketplace         4503 John F. Kennedy Parkway       Fort Collins        CO                
     PCFII            17       Millrock Park II            3165 East Millrock Drive           Holladay            UT                
                               Astoria Federal Savings &                                                                            
     PCFII            24       Loan                        211 Station Road                   Mineola             NY                
     PCFII            31       Gateway Business Park       26341-26499 Jefferson Avenue       Murrieta            CA                
     PCFII            34       3536 Highway 31             3536 Highway 31                    Calera              AL                
                               Fayette Medical Office                                                                               
     PCFII            37       Building                    1255 Highway 54                    Fayetteville        GA                
     PCFII            40       Benchmark Apartments        353 West San Marcos Boulevard      San Marcos          CA                
     PCFII            41       Ivy Walk                    1675 Cumberland Parkway            Smyrna              GA                
                                                           2,10,17-19,18-20 Industrial                                              
     PCFII            57       Mar Industrial Buildings    Road, 114,140-142 Clinton Road     Fairfield           NJ                
                                                                                              Galloway                              
     PCFII            60       Shoppes at Smithville       45 Old New York Road               Township            NJ                
     PCFII            68       Butler Ridge Apartments     1581-1611 Route 23                 Butler              NJ                
                               Redstone American Grill -                                      Oakbrook                              
     PCFII            73       Oakbrook (II)               13 Lincoln Court                   Terrace             IL                
                               Redstone American Grill -                                                                            
     PCFII            74       Eden Prairie (II)           8000 Eden Road                     Eden Prairie        MN                
     PCFII            76       1035 Nathan Lane North      1035 Nathan Lane North             Plymouth            MN                
     PCFII            78       Summit Pointe (C)           570-576 East Fleming Drive         Morganton           NC                
     PCFII            79       Cross Pointe NC (C)         5200 US Highway 29 Business        Reidsville          NC                
                                                                                              Santa Fe                              
     PCFII            82       Villa Santa Fe Apartments   11850 East Florence Avenue         Springs             CA                
     PCFII            83       Westover Apartments         519 Bloomfield Avenue              Caldwell            NJ                


                                                                   Original                                                         
                                        Cut-Off                      Term         Remaining                                         
  Mortgage                                Date                        to           Term         Original      Remaining             
  Loan Seller     Maturity Date          Balance    Note Date      Maturity     to Maturity    Amort. Term   Amort. Term    ARD Loan
---------------- ---------------- --------------- --------------- ------------ --------------- ------------ -------------- ---------
                                                                                                                                    
     PCFII         03/01/2017        $69,933,748    02/23/2007        120           119            360           359           No   
     PCFII         02/01/2017        $48,000,000    01/05/2007        120           118            IO            IO           Yes   
     PCFII         03/01/2017        $31,500,000    02/09/2007        120           119            IO            IO            No   
     PCFII         03/01/2017        $28,500,000    02/13/2007        120           119            IO            IO            No   
     PCFII         03/01/2017        $25,000,000    02/21/2007        120           119            360           360           No   

     PCFII         04/01/2017        $19,000,000    03/02/2007        120           120            IO            IO            No   
     PCFII         02/01/2017        $16,500,000    01/23/2007        120           118            360           360           No   
     PCFII         01/01/2017        $15,150,000    12/21/2006        120           117            360           360          Yes   

     PCFII         09/03/2018        $14,500,000    08/09/2006        144           137            360           360           No   
     PCFII         03/01/2017        $12,500,000    02/20/2007        120           119            IO            IO            No   
     PCFII         02/01/2017        $12,500,000    01/19/2007        120           118            360           360           No   

     PCFII         01/01/2017        $10,000,000    12/20/2006        120           117            360           360           No   

     PCFII         03/01/2017         $9,500,000    02/06/2007        120           119            360           360           No   
     PCFII         02/01/2017         $8,579,132    01/30/2007        120           118            360           358           No   

     PCFII         03/01/2017         $4,034,188    02/16/2007        120           119            360           360          Yes   

     PCFII         03/01/2017         $3,965,812    02/16/2007        120           119            360           360          Yes   
     PCFII         03/01/2017         $7,793,415    02/20/2007        120           119            360           359           No   
     PCFII         02/01/2017         $4,110,558    01/12/2007        120           118            360           358          Yes   
     PCFII         02/01/2017         $3,257,566    01/12/2007        120           118            360           358          Yes   

     PCFII         03/01/2017         $7,200,000    02/14/2007        120           119            IO            IO            No   
     PCFII         01/01/2017         $7,000,000    12/27/2006        120           117            360           360           No   

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  Mortgage        Mortgage                                                                                                          
  Loan Seller      Loan No.    Property Name               Street Address                     City               State              
---------------- ------------- --------------------------- ---------------------------------- ---------------- ----------           
                                                                                                                                    
     PCFII            87       Princeton Hill Apartments   101 Princeton Avenue               Montgomery          NJ                
     PCFII            98       Whole Foods Santa Monica    2201-2207 Wilshire Boulevard       Santa Monica        CA                
     PCFII           105       The Legends Apartments      246 Highland Avenue                State College       PA                
     PCFII           108       3765 A Old Court Road       3765 A Old Court Road              Pikesville          MD                
                                                           2152 & 2122 S. 114th St. & 11217                                         
     PCFII           125       West Allis Industrial       W. Becher St.                      West Allis          WI                
     PCFII           127       North Tech Industrial       1388 North Tech Boulevard          Gilbert             AZ                
     PCFII           134       111 West Lemon Avenue       111 West Lemon Avenue              Monrovia            CA                
     PCFII           145       550 PA Route 611            550 PA Route 611                   Stroudsburg         PA                
     PCFII           150       727 South Wanamaker Avenue  727 South Wanamaker Avenue         Ontario             CA                
                                                           3501 North Ponce De Leon                                                 
     PCFII           151       Shoppes of Northtowne       Boulevard                          St. Augustine       FL                
     PCFII           154       G.I. Joe's Leasehold        25928 SE 104th Avenue              Kent                WA                
     PCFII           156       9937 Garland Road           9937 Garland Road                  Dallas              TX                
     PCFII           158       935 Broadbeck Drive         935 Broadbeck Drive                Thousand Oaks       CA                
     PCFII           161       Cherokee Hills              1241 Indian Trail Road             Norcross            GA                
     PCFII           166       Summertree Park Apartments  1801 South 15th Street             Tacoma              WA                
     PCFII           167       1020 Railroad Street        1020 Railroad Street               Corona              CA                
     PCFII           174       730 Apollo Drive            730 Apollo Drive                   Lino Lakes          MN                
     PCFII           175       400 East Market Street      400 East Market Street             West Chester        PA                
                               3240 North Pleasantburg                                                                              
     PCFII           184       Drive                       3240 North Pleasantburg Drive      Greenville          SC                
     PCFII           190       8018 West Broad Street      8018 West Broad Street             Richmond            VA                
                               The Crossings At Akers                                                                               
     PCFII           199       Mill                        3051 Akers Mill Road SE            Atlanta             GA                
                               20195 Stevens Creek                                                                                  
     PCFII           200       Boulevard                   20195 Stevens Creek Boulevard      Cupertino           CA                
     PCFII           207       Lodi Court Apartments       126 Route 46                       Lodi                NJ                
     PCFII           214       Judges Office               7326 College Street                Irmo                SC                
     PCFII           219       251 Legris Avenue           251 Legris Avenue                  West Warwick        RI                


                                                                   Original                                                         
                                        Cut-Off                      Term         Remaining                                         
  Mortgage                                Date                        to           Term         Original      Remaining             
  Loan Seller     Maturity Date          Balance    Note Date      Maturity     to Maturity    Amort. Term   Amort. Term    ARD Loan
---------------- ---------------- --------------- --------------- ------------ --------------- ------------ -------------- ---------
                                                                                                                                    
     PCFII         03/01/2017         $6,993,193    02/01/2007        120           119            360           359           No   
     PCFII         04/01/2017         $6,000,000    03/15/2007        120           120            240           240           No   
     PCFII         03/01/2017         $5,500,000    02/12/2007        120           119            360           360           No   
     PCFII         04/01/2017         $5,400,000    03/05/2007        120           120            360           360           No   

     PCFII         03/01/2012         $4,396,266    02/23/2007        60             59            360           359           No   
     PCFII         03/01/2017         $4,200,000    02/02/2007        120           119            IO            IO            No   
     PCFII         03/01/2017         $3,996,426    02/21/2007        120           119            360           359           No   
     PCFII         02/01/2017         $3,492,031    01/30/2007        120           118            360           358           No   
     PCFII         03/01/2017         $3,200,000    02/12/2007        120           119            360           360           No   

     PCFII         02/01/2017         $3,192,521    01/24/2007        120           118            360           358           No   
     PCFII         12/01/2011         $3,100,000    11/13/2006        60             56            IO            IO            No   
     PCFII         03/01/2027         $3,094,331    02/01/2007        240           239            240           239           No   
     PCFII         03/01/2017         $3,017,000    02/16/2007        120           119            360           360           No   
     PCFII         03/01/2017         $2,996,035    03/01/2007        120           119            300           299           No   
     PCFII         03/01/2017         $2,897,468    02/15/2007        120           119            360           359           No   
     PCFII         02/01/2017         $2,800,000    01/26/2007        120           118            360           360           No   
     PCFII         02/01/2017         $2,419,751    01/19/2007        120           118            360           358           No   
     PCFII         03/01/2017         $2,398,021    02/14/2007        120           119            360           359           No   

     PCFII         03/01/2017         $2,187,150    02/12/2007        120           119            300           299          Yes   
     PCFII         03/01/2017         $2,098,218    02/15/2007        120           119            360           359           No   

     PCFII         03/01/2017         $1,900,000    02/06/2007        120           119            360           360           No   

     PCFII         03/01/2017         $1,897,474    02/23/2007        120           119            300           299           No   
     PCFII         03/01/2022         $1,743,954    01/31/2007        180           179            180           179           No   
     PCFII         03/01/2019         $1,592,565    02/05/2007        144           143            144           143           No   
     PCFII         02/01/2017         $1,462,801    01/31/2007        120           118            360           358          Yes   

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  Mortgage        Mortgage                                                                                                          
  Loan Seller      Loan No.    Property Name               Street Address                     City               State              
---------------- ------------- --------------------------- ---------------------------------- ---------------- ----------           
                                                                                                                                    
     PCFII           221       1275 Chatham Parkway        1275 Chatham Parkway               Savannah            GA                
     PCFII           229       845 Eldridge Parkway        845 Eldridge Parkway               Houston             TX                
     PCFII           233       KaRon Self Storage          1304-1312 Ranch Road 620           Austin              TX                
     PCFII           234       5101 Highway 101            5101 Highway 101                   Minnetonka          MN                
     PCFII           239       3909 Frankford Road         3909 Frankford Road                Dallas              TX                
     PCFII           242       217 Washington Street       217 Washington Street              Toms River          NJ                
     PCFII           243       1945 West Main Street       1945 West Main Street              Mesa                AZ                


                                                                   Original                                                         
                                        Cut-Off                      Term         Remaining                                         
  Mortgage                                Date                        to           Term         Original      Remaining             
  Loan Seller     Maturity Date          Balance    Note Date      Maturity     to Maturity    Amort. Term   Amort. Term    ARD Loan
---------------- ---------------- --------------- --------------- ------------ --------------- ------------ -------------- ---------
                                                                                                                                    
     PCFII         03/01/2017         $1,423,803    02/15/2007        120           119            360           359           No   
     PCFII         02/01/2017         $1,200,000    01/30/2007        120           118            360           360          Yes   
     PCFII         03/01/2017         $1,079,140    02/07/2007        120           119            360           359           No   
     PCFII         03/01/2017         $1,075,000    02/02/2007        120           119            360           360           No   
     PCFII         03/01/2017           $999,143    02/28/2007        120           119            360           359           No   
     PCFII         02/01/2027           $995,658    01/19/2007        240           238            240           238           No   
     PCFII         02/01/2017           $960,000    01/31/2007        120           118            300           300           No   

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                                                     SCHEDULE IV

                                                        [Enlarge/Download Table]

                                            MORGAN STANLEY MORTGAGE CAPITAL LOAN SCHEDULE                                           

  Mortgage         Mortgage                                                                                                         
  Loan Seller      Loan No.    Property Name               Street Address                     City             State   Maturity Date
---------------- ------------- --------------------------- ---------------------------------- ---------------- -------- ------------
                                                                                                                                    
     MSMC             3        Fulbright Tower             1301 McKinney Street               Houston            TX      02/08/2012 
     MSMC             14       Stony Point East (A)        100, 110, 120 Stony Point Road     Santa Rosa         CA      10/01/2013 
     MSMC             15       Stony Point West (A)        131 Stony Point Circle             Santa Rosa         CA      10/01/2013 
     MSMC             18       Newbury Village             211 Pomeroy Avenue                 Meriden            CT      02/01/2012 
     MSMC             20       Rose Hill Apartments        6201 Rose Hill Falls Way           Alexandria         VA      12/01/2016 
     MSMC             23       854-864 Madison Ave         854-864 Madison Avenue             New York           NY      05/01/2017 
     MSMC             36       165 East 35th Street        165 East 35th Street               New York           NY      05/01/2017 
     MSMC             43       Cordova Commons             1650 Airport Boulevard             Pensacola          FL      12/08/2011 
     MSMC             45       991 Third Avenue            991 Third Avenue                   New York           NY      01/01/2017 
     MSMC             47       Thomson Campus              400 Providence Mine Road           Nevada City        CA      01/01/2018 
                               38-05 to 38-17 and          38-05 to 38-17 and 37-27 Main                                            
     MSMC             49       37-27/29 Main Street        Street                             Flushing           NY      05/01/2017 
     MSMC             50       Tradewinds Shopping Center  6601 North Davis Highway           Pensacola          FL      12/08/2011 
     MSMC             51       213 West 35th Street        213 West 35th Street               New York           NY      01/01/2017 
                               Newbury Portfolio Roll-Up                                                                            
                               (I)                                                                                                  
     MSMC             61       North Hollywood Warehouse   11211 Vanowen Street               Los Angeles        CA      12/01/2016 
     MSMC             62       Bridgeport Stop & Shop II   2500 Madison Avenue                Bridgeport         CT      01/01/2017 
     MSMC             64       Carteret Shopping Center    801 Roosevelt Avenue               Carteret           NJ      03/01/2017 
     MSMC             69       Nicholson Plaza             5000 - 5060 Nicholson Lane         Rockville          MD      03/01/2017 
     MSMC             70       Home Depot Bridgeport CT    656 Reservoir Avenue               Bridgeport         CT      12/01/2016 
     MSMC             72       Rye Colony Apartment        One Peck Avenue                    Rye                NY      01/01/2017 
                               Redstone American Grill                                                                              
                               Portfolio Roll-Up (II)                                                                               
     MSMC             77       Beverly Blvd Retail         8471 Beverly Boulevard             Los Angeles        CA      12/01/2016 
                               Metropolitan Business                                                                                


                                                    Original      Remaining                                                         
  Mortgage           Cut-Off Date                     Term          Term        Original      Remaining                             
  Loan Seller             Balance    Note Date     to Maturity   to Maturity   Amort. Term   Amort. Term    ARD Loan                
----------------  ---------------- -------------- ------------- -------------- ------------ --------------- ----------              
                                                                                                                                    
     MSMC             $89,000,000   01/10/2007         60            58            IO             IO           No                   
     MSMC             $21,305,023   09/23/2003        120            78            360           318           No                   
     MSMC              $6,613,533   09/23/2003        120            78            360           318           No                   
     MSMC             $24,000,000   01/12/2007         60            58            360           360           No                   
     MSMC             $23,000,000   11/30/2006        120            116           IO             IO           No                   
     MSMC             $21,000,000   10/31/2006        126            121           IO             IO           Yes                  
     MSMC             $14,750,000   10/31/2006        126            121           IO             IO           Yes                  
     MSMC             $12,000,000   11/21/2006         60            56            IO             IO           No                   
     MSMC             $12,000,000   12/14/2006        120            117           IO             IO           No                   
     MSMC             $11,100,000   12/05/2006        132            129           IO             IO           No                   

     MSMC             $10,850,000   10/31/2006        126            121           IO             IO           Yes                  
     MSMC             $10,500,000   11/21/2006         60            56            IO             IO           No                   
     MSMC             $10,000,000   12/28/2006        120            117           IO             IO           No                   

     MSMC              $9,462,583   11/29/2006        120            116           360           356           No                   
     MSMC              $9,350,000   12/13/2006        120            117           IO             IO           No                   
     MSMC              $9,000,000   02/09/2007        120            119           360           360           No                   
     MSMC              $8,492,348   02/21/2007        120            119           360           359           No                   
     MSMC              $8,350,000   11/22/2006        120            116           IO             IO           No                   
     MSMC              $8,122,351   12/12/2006        120            117           360           357           No                   

     MSMC              $7,469,358   11/08/2006        120            116           360           356           No                   

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  Mortgage         Mortgage                                                                                                         
  Loan Seller      Loan No.    Property Name               Street Address                     City             State   Maturity Date
---------------- ------------- --------------------------- ---------------------------------- ---------------- -------- ------------
                                                                                                                                    
     MSMC             81       Center                      11128 John Galt Boulevard          Omaha              NE      03/01/2017 
     MSMC             84       Bridgeport Stop & Shop I    2135 & 2145 Fairfield Avenue       Bridgeport         CT      04/01/2017 
     MSMC             95       CalTech JPL Building        464 West Woodbury Road             Altadena           CA      01/01/2017 
                                                           1000 to 1096 South Sable                                                 
                                                           Boulevard; 14551 to 14593 East                                           
     MSMC             96       Gateway Plaza - CO          Mississippi Avenue                 Aurora             CO      01/01/2017 
     MSMC            102       West Marine Plaza           4441-4449 Granite Drive            Rocklin            CA      01/01/2017 
                               Fidelity National Title                                                                              
     MSMC            103       Office                      17592 East 17th Street             Tustin             CA      12/01/2016 
                               Hampton Inn - Bremerton,                                                                             
     MSMC            104       WA                          150 Washington Avenue              Bremerton          WA      01/01/2017 
                               Suby Von Haden Office                                                                                
     MSMC            106       Building                    1221 John Q. Hammons Drive         Madison            WI      01/01/2017 
     MSMC            107       162 E 55th Street           162 East 55th Street               New York           NY      05/01/2017 
                               Sportsman Warehouse - St.                                                                            
     MSMC            109       George                      2957 E. 850 North                  St. George         UT      01/01/2017 
     MSMC            111       36 Sutton Place South       36 Sutton Place South              New York           NY      01/01/2017 
                               King Taylor Commercial      308-321 SE Taylor Street &                                               
     MSMC            112       Park                        313-345 SE Yamhill Street          Portland           OR      01/01/2017 
     MSMC            121       160 E 55th Street           160 East 55th Street               New York           NY      05/01/2017 
     MSMC            129       Gibson Plaza                1825-1837 East Gibson Road         Woodland           CA      01/01/2017 
     MSMC            130       Walgreens - Holbrook        1 Plymouth Street                  Holbrook           MA      02/01/2012 
                               342-344 & 354-364           342-344 Flatbush Avenue; 354-364                                         
     MSMC            132       Flatbush Avenue             Flatbush Avenue                    Brooklyn           NY      02/01/2012 
     MSMC            133       9th Street Office           1438-1444 9th Street               Santa Monica       CA      01/01/2017 
                               DiBona Village Retail                                                                                
     MSMC            141       Center                      2887 The Villages Parkway          San Jose           CA      01/01/2017 
     MSMC            143       BB & T Bank Ground Lease    3400 East-West Highway             Hyattsville        MD      02/01/2017 
     MSMC            144       2112 White Plains Road      2112 White Plains Road             Bronx              NY      02/01/2017 
     MSMC            152       Tracy Towers                245 East 24th Street               New York           NY      12/01/2016 
     MSMC            159       731 South Fourth Street     731 South 4th Street               Las Vegas          NV      01/01/2012 
                               Cool Springs - 1935                                                                                  
     MSMC            164       Mallory Lane                1935 Mallory Lane                  Franklin           TN      01/01/2017 
     MSMC            165       Integra Medical             3074 College Park Drive            The Woodlands      TX      12/01/2016 


                                                    Original      Remaining                                                         
  Mortgage           Cut-Off Date                     Term          Term        Original      Remaining                             
  Loan Seller             Balance    Note Date     to Maturity   to Maturity   Amort. Term   Amort. Term    ARD Loan                
----------------  ---------------- -------------- ------------- -------------- ------------ --------------- ----------              
                                                                                                                                    
     MSMC              $7,322,828   02/16/2007        120            119           360           360           No                   
     MSMC              $7,000,000   03/06/2007        120            120           360           360           No                   
     MSMC              $6,150,000   12/11/2006        120            117           IO             IO           No                   

     MSMC              $6,100,000   12/01/2006        120            117           360           360           No                   
     MSMC              $5,882,758   12/14/2006        120            117           360           357           No                   

     MSMC              $5,780,000   11/15/2006        120            116           360           360           No                   

     MSMC              $5,500,000   12/15/2006        120            117           IO             IO           No                   

     MSMC              $5,475,216   12/21/2006        120            117           300           297           No                   
     MSMC              $5,400,000   10/31/2006        126            121           IO             IO           Yes                  

     MSMC              $5,400,000   12/15/2006        120            117           360           360           No                   
     MSMC              $5,075,000   12/06/2006        120            117           IO             IO           No                   

     MSMC              $5,000,000   12/08/2006        120            117           360           360           No                   
     MSMC              $4,500,000   10/31/2006        126            121           IO             IO           Yes                  
     MSMC              $4,100,000   12/21/2006        120            117           360           360           No                   
     MSMC              $4,050,000   01/05/2007         60            58            IO             IO           No                   

     MSMC              $4,000,000   01/24/2007         60            58            IO             IO           No                   
     MSMC              $4,000,000   12/22/2006        120            117           IO             IO           No                   

     MSMC              $3,700,000   12/26/2006        120            117           IO             IO           No                   
     MSMC              $3,492,559   01/25/2007        120            118           360           358           Yes                  
     MSMC              $3,492,274   01/31/2007        120            118           360           358           No                   
     MSMC              $3,187,550   12/01/2006        120            116           360           356           No                   
     MSMC              $3,010,638   12/08/2006         60            57            360           357           No                   

     MSMC              $2,979,865   12/21/2006        120            117           240           237           No                   
     MSMC              $2,933,505   11/20/2006        120            116           300           296           No                   

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                                                        [Enlarge/Download Table]

  Mortgage         Mortgage                                                                                                         
  Loan Seller      Loan No.    Property Name               Street Address                     City             State   Maturity Date
---------------- ------------- --------------------------- ---------------------------------- ---------------- -------- ------------
                                                                                                                                    
     MSMC            172       Orlando Kmart               1801 S. Semoran Blvd               Orlando            FL      12/01/2016 
                               Walnut Park                                                                                          
                               Apartments/Hempstead        5326 Pocusset Street; 5644                                               
     MSMC            178       Apartments                  Hempstead Road                     Pittsburgh         PA      12/08/2016 
     MSMC            179       Grandon Village             577 South Rancho Santa Fe Road     San Marcos         CA      01/01/2017 
     MSMC            180       754 Post Street             754 Post Street                    San Francisco      CA      01/01/2017 
     MSMC            183       1370-1390 Jerome Avenue     1370-1390 Jerome Avenue            Bronx              NY      03/01/2017 
     MSMC            192       HERC Deer Park              1002 Clay Court                    Deer Park          TX      12/08/2016 
     MSMC            195       Kelly Crossing Center       7601 NW Roanridge Road             Kansas City        MO      11/01/2016 
     MSMC            210       Otter Creek Apts.           4144 Otter Creek Drive             Amelia             OH      12/01/2016 
     MSMC            224       Comerica Ground Lease       1600 Research Forest Drive         Shenandoah         TX      01/01/2017 
     MSMC            225       Fuqua Shopping Center       11200 Fuqua Road                   Houston            TX      12/01/2016 
     MSMC            226       Sunbelt Rentals Building    486 E. Franklin Road               Meridian           ID      12/01/2016 


                                                    Original      Remaining                                                         
  Mortgage           Cut-Off Date                     Term          Term        Original      Remaining                             
  Loan Seller             Balance    Note Date     to Maturity   to Maturity   Amort. Term   Amort. Term    ARD Loan                
----------------  ---------------- -------------- ------------- -------------- ------------ --------------- ----------              
                                                                                                                                    
     MSMC              $2,490,333   11/10/2006        120            116           360           356           No                   

     MSMC              $2,272,000   11/06/2006        120            116           360           360           No                   
     MSMC              $2,243,182   12/18/2006        120            117           360           357           No                   
     MSMC              $2,242,998   12/21/2006        120            117           360           357           No                   
     MSMC              $2,198,114   02/05/2007        120            119           360           359           No                   
     MSMC              $2,091,593   11/16/2006        120            116           360           356           No                   
     MSMC              $1,986,814   10/25/2006        120            115           312           307           No                   
     MSMC              $1,640,470   11/22/2006        120            116           300           296           No                   
     MSMC              $1,250,000   12/28/2006        120            117           IO             IO           No                   
     MSMC              $1,250,000   11/28/2006        120            116           360           360           No                   
     MSMC              $1,245,314   11/10/2006        120            116           360           356           No                   

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SCHEDULE V

[Reserved]

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 SCHEDULE VI

 LIST OF ESCROW ACCOUNTS NOT CURRENTLY

 ELIGIBLE ACCOUNTS

Principal II - None                                                             

MSMC -  None                                                                    

BSCMI - None                                                                    

WELLS - None                                                                    

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SCHEDULE VII

 CERTAIN ESCROW ACCOUNTS FOR
 WHICH A REPORT UNDER SECTION 5.1(G)
 IS REQUIRED

                                                        [Enlarge/Download Table]

MSMC                                                                                    
    --------------------------------------------------------------------------          
                    Primary                     Original      Current                   
     CMSA Loan ID   Loan #     Property Name     Balance      Balance    Purpose        
    --------------------------------------------------------------------------          
                                                                                        
                               Carteret                                                 
                               Shopping                                                 
         64       06-25910     Center          $9,000,000   $9,000,000     Environmental

                                                                [Download Table]

BSCMI    - None                                               

Principal II - None                                           

WELLS                                                         
                                                              
                        Regions/Gillette                      
       310904392        Medical Office                        

                        MetroNorth Business                   
       310905297        Center                                
       310905706        DRA - Lake Emma Corporate Park        

                        Sierra Trading Post                   
       310905322        Fulfillment                           

                        Sierra Trading Post Admin             
       310905323        Building                              

                        University Square                     
       310905522        Apts/Retail                           

                        Byram Plaza Shopping                  
       310905758        Center                                
       310905587        Gemini Plaza                          

                        Rave Cinemas Baton                    
       310905448        Rouge                                 
       310905451        Rave Cinemas Pensacola                

                        The Regency Suites                    
       310905435        Hotel                                 
       310904961        Provo Craft                           
       310905741        Hampton Inn Lexington                 

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                                            Overall the property was in good condition and 
                                            well maintained. Deferred maintenance totaling 
                                           $122,400 included passenger and freight elevator
                                             upgrade ($100,000), window lintel replacement 
                                              ($8,400), metal siding repainting ($2,500),  
                                              brick masonry tuckpointing ($9,000), canvas  
                                               awning repair ($1,500) and asphalt repair   
                                              ($1,000). In addition, the engineer report   
                                           highlighted 33 boiler, 10 elevator and 1 general
                                                building code violations. All have been    
                                            corrected or the administrative record has yet 
                                             to be cleared. It's been represented to Land  
                                                America that the seller will clear the     
                                            violations prior to loan closing. In addition, 
                                               recommended bathroom ventilation, will be   
310905546   1600 Central Avenue    120500          completed prior to loan closing.        
310905369   9300 Flair Drive                                                               
            Holiday Inn Express                                                            

310905925   Chester                                                                        
310905525   Glad Business Park                                                             

            Rave Cinemas Port St.                                                          
310905453   Lucie                                                                          
310905134   Radisson Hotel Corning                                                         
310905457   Western Union                                                                  
310905589   Macomb Centre                                                                  
310905385   A-American Lipoa                                                               
                                             The Engineer evaluated the PIP plan submitted 
                                            for review. The plan had an estimated immediate
                                             PIP cost of $960,000 with additional capital  
                                              requirements estimated around $90,000 to be  
                                            completed within two years. These costs include
                                                items primarily centered on guest room     
                                               renovations, but also on public space and   
                                             interior/exterior building improvements. The  
                                              additional work that will be completed at a  
                                           later date includes the replacement of guestroom
                                           and corridor carpeting. The lender required 100%
            Holiday Inn Express              of the estimated PIP reserve to be funded at  
310905666   Abingdon               1050000                   loan closing.                 
410905720   Brea Mini-Storage                                                              
            Buena Park Business                                                            
410905363   Complex                                                                        
310905392   Country Inn Hagerstown                                                         
410905725   North Main Storage                                                             
410905300   Brentwood Country Mart                                                         

            Days Inn at Country                                                            
310905569   Club                                                                           
410905236   Victoria Place Center                                                          

            The Plaza at Jordan Creek                                                      
410905333   Crossing                                                                       
410905801   Ameripath                                                                      
410905414   51 Auto Center Drive                                                           
410905814A  Optronics - Flora                                                              
410905814B  Optronics - Muskogee                                                           
410905491   American River Drive                                                           
            Rainbow Village Las                                                            
410905571   Vegas                                                                          
410905469   Venice Beach Retail                                                            
410905627   The Elms MHP                                                                   

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           Sullivan Moving and                                                            
410905277  Storage                                                                        

           Hampton Inn -                                                                  
310904982  Clackamas                                                                      
410905576  Reno Airport Center                                                            
410905481  Midway Industrial Park                                                         
410904984  3636 Birch Street                                                              
410905731  August Supply                                                                  
           Security Public Storage -                                                      
410903718  Sacramento I                                                                   
                                              The subject property is in generally good   
                                              condition. The following items requiring    
                                          immediate repair were observed: roof replacement
                                                 on building 14110 and exterior wall      
                                           repairs/painting for both buildings. The total 
                                           cost estimated by the engineer was $67,395. An 
                                           upfront impound in the amount of $84,245 (125% 
                                             of the estimated cost) was required at loan  
                                            closing. It should be noted that a bid is in  
                                            place for roof replacement. In addition, the  
                                           engineer noted that the replacement of stained 
           North Creek Business           ceiling panels and a missing roof drain strainer
410905452  Park                    84244  can be completed as part of routine maintenance.
620905383  Cost Plus - Torrance                                                           
410905520  94 - 125 Leokane                                                               
410905053  Boulevard Walk                                                                 

           Hualapai Village                                                               
410905353  Center                                                                         

           Handi Self Storage -                                                           
410904907  Lexington                                                                      
410905349  Newington Warehouse                                                            
410905321  CVS - Westland, MI                                                             

           Farmington Gateway                                                             
620905634  Marketplace                                                                    

           Interstate Companies - Grand                                                   
410905172  Forks                                                                          
410905381  3260 Scott Blvd.                                                               
410905533  Coronado Self Storage                                                          

           Harvest Meat                                                                   
410905476  Industrial Building                                                            

           West Dearborn                                                                  
410905487  Apartments                                                                     
620905466  Premier Self Storage                                                           

           Magnolia Bend Retail                                                           
410905594  Center                                                                         

           Alcan NorthAmerican                                                            
410905334  Industrial                                                                     

           Valley View Office                                                             
620905651  Building                                                                       

           McCarthy Ranch SC (Pad C and                                                   

410905409  J)                                                                             
410905461  Dock Street                                                                    

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                 Building2                                       
                 Cheektowaga IP                                  

410905626        Building                                        
410905490        Petco - Lakewood                                
410905403        Hollywood Plaza                                 

                 Starbucks & AutoZone                            
410905632A       Portfolio - Starbucks                           

                 Starbucks & AutoZone                            
410905632B       Portfolio - AutoZone                            
620905422        Inner Space Storage                             

                 Huron Estates                                   
410905742        Cheboygan                                       
410905760        8250-8262 Alpine Ave                            
410905506        Mosley Industrial                               
410904979        Bartlett Center                                 

                 Advance Auto - Martin                           
410905639        Rd                                              
410905550        Transmetco Building                             
410905789        Buckner Building                                

410905212        White Cap Construction Supply - Indianapolis, IN
410905486        Oakman Apartments                               
410905648        Park Street Apartments                          
                 Advanced Auto -                                 
410905495        Chelsea, AL                                     

                 Advance Auto -                                  
410905654        Alexandria, LA                                  

                 Monterey Medical                                
410904611        Office                                          

                 Advance Auto - Fernandina Beach,                

410905342        FL                                              

                 National Tire Battery                           
410905354        - Cedar Hill                                    

                 Northside Terrace Senior                        
410905637        Apartments                                      
410905659        El Segundo Apartments                           
620905421        Airgas Building                                 

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 SCHEDULE VIII

 LIST OF MORTGAGORS THAT ARE THIRD PARTY
BENEFICIARIES UNDER SECTION 2.3(a)

MSMC                                                                            

Principal II                                                                    

                                                        [Enlarge/Download Table]

---------------------------------------------------------------------------------------------------------------
                 Mortgage                                                                  Crossed             
Loan Number      Loan No.          Property Name              Cut-Off Date Balance     Loan/Multi-property Pool
---------------------------------------------------------------------------------------------------------------
                                                                                                               
   310905322       26       Sierra Trading Post Fulfillment    $11,921,877.71              26, 27              
                            Sierra Trading Post Admin                                                          
   310905323       27       Building                           $6,358,334.77               26, 27              


BSCMI      None                                                                 

                                                        [Enlarge/Download Table]

WELLS                                                                                               
----------------------------------------------------------------------------------------------------
                 Mortgage                                                       Crossed             
Loan Number      Loan No.    Property Name         Cut-Off Date Balance     Loan/Multi-property Pool
----------------------------------------------------------------------------------------------------
                                                                                                    
                            Sierra Trading Post                                                     
31090532         26         Fulfillment             $11,921,87                                      
       2                    Sierra Trading Post          7.71                    26, 27             
310905323        27         Admin Building           $6,358,33                                      
       3                                                 .77                     26, 27             


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 SCHEDULE IX

 RATES USED IN DETERMINATION OF CLASS X PASS-THROUGH RATES ("CLASS
 X-1 STRIP RATE" AND "CLASS X-2 STRIP RATE")

Distribution Date           Rates                                               
-----------------           -----                                               
05/12/07              5.60804%                                        
06/12/07              5.77698%                                        
07/12/07              5.60695%                                        
08/12/07              5.77693%                                        
09/12/07              5.77690%                                        
10/12/07              5.60688%                                        
11/12/07              5.77685%                                        
12/12/07              5.60683%                                        
01/12/08              5.77679%                                        
02/12/08              5.60628%                                        
03/12/08              5.60732%                                        
04/12/08              5.77670%                                        
05/12/08              5.60670%                                        
06/12/08              5.77664%                                        
07/12/08              5.60665%                                        
08/12/08              5.77658%                                        
09/12/08              5.77655%                                        
10/12/08              5.60656%                                        
11/12/08              5.77648%                                        
12/12/08              5.60650%                                        
01/12/09              5.60597%                                        
02/12/09              5.60594%                                        
03/12/09              5.60761%                                        
04/12/09              5.77630%                                        
05/12/09              5.60633%                                        
06/12/09              5.77620%                                        
07/12/09              5.60624%                                        
08/12/09              5.77610%                                        
09/12/09              5.77606%                                        
10/12/09              5.60611%                                        
11/12/09              5.77595%                                        
12/12/09              5.60600%                                        
01/12/10              5.60544%                                        
02/12/10              5.60539%                                        
03/12/10              5.60709%                                        
04/12/10              5.77563%                                        
05/12/10              5.60571%                                        
06/12/10              5.77549%                                        
07/12/10              5.60558%                                        

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Distribution Date           Rates                                               
-----------------           -----                                               
08/12/10              5.77534%                                        
09/12/10              5.77527%                                        
10/12/10              5.60538%                                        
11/12/10              5.77512%                                        
12/12/10              5.60431%                                        
01/12/11              5.60372%                                        
02/12/11              5.60343%                                        
03/12/11              5.60545%                                        
04/12/11              5.77345%                                        
05/12/11              5.60370%                                        
06/12/11              5.77328%                                        
07/12/11              5.60355%                                        
08/12/11              5.77312%                                        
09/12/11              5.77304%                                        
10/12/11              5.60338%                                        
11/12/11              5.76872%                                        
12/12/11              5.60536%                                        
01/12/12              5.77456%                                        
02/12/12              5.59900%                                        
03/12/12              5.62158%                                        
04/12/12              5.78883%                                        
05/12/12              5.62075%                                        
06/12/12              5.78867%                                        
07/12/12              5.62062%                                        
08/12/12              5.78852%                                        
09/12/12              5.78844%                                        
10/12/12              5.62042%                                        
11/12/12              5.78828%                                        
12/12/12              5.62028%                                        
01/12/13              5.61962%                                        
02/12/13              5.61956%                                        
03/12/13              5.62159%                                        
04/12/13              5.78785%                                        
05/12/13              5.61990%                                        
06/12/13              5.78768%                                        
07/12/13              5.61975%                                        
08/12/13              5.78751%                                        
09/12/13              5.78743%                                        
10/12/13              5.61953%                                        
11/12/13              5.79898%                                        
12/12/13              5.62882%                                        
01/12/14              5.62813%                                        
02/12/14              5.63212%                                        
03/12/14              5.63421%                                        

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Distribution Date           Rates                                               
-----------------           -----                                               
04/12/14              5.80234%                                        

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SCHEDULE X

MORTGAGE LOANS SECURED BY MORTGAGED PROPERTIES COVERED
BY AN ENVIRONMENTAL INSURANCE POLICY

Mortgage     BSCMI Loan                                                     
Loan Nos.      Number    PROPERTY NAME                                      
-----------------------------------------------------------                     
59          47558     INDRIO CROSSINGS SHOPPING CENTER                

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 SCHEDULE XI

 LIST OF MORTGAGE LOANS THAT HAVE SCHEDULED PAYMENTS AFTER THE
END OF A COLLECTION PERIOD

Mortgage Loan No.   Seller                                                    
                     Loan Number       Property Name                    Due Date
--------------------------------------------------------------------------------
        3          3-001       Fulbright Tower                             8th
        43        43-001       Cordova Commons                             8th
        50        50-001       Tradewinds Shopping Center                  8th
       178        169-001      Walnut Park Apartments/Hempstead Apartments 8th
       192        183-001      HERC Deer Park                              8th

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SCHEDULE XII

 LOANS THAT ACCRUE ON AN ACTUAL/360 BASIS, BUT WHOSE
 SERVICING FEES ACCRUE ON A 30/360 BASIS

None

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 SCHEDULE XIII

CLASS A-AB PLANNED PRINCIPAL BALANCE

Distribution Date          Balance                                            
-----------------          -------                                            
05/12/2007         $78,000,000.00                                   
06/12/2007         $78,000,000.00                                   
07/12/2007         $78,000,000.00                                   
08/12/2007         $78,000,000.00                                   
09/12/2007         $78,000,000.00                                   
10/12/2007         $78,000,000.00                                   
11/12/2007         $78,000,000.00                                   
12/12/2007         $78,000,000.00                                   
01/12/2008         $78,000,000.00                                   
02/12/2008         $78,000,000.00                                   
03/12/2008         $78,000,000.00                                   
04/12/2008         $78,000,000.00                                   
05/12/2008         $78,000,000.00                                   
06/12/2008         $78,000,000.00                                   
07/12/2008         $78,000,000.00                                   
08/12/2008         $78,000,000.00                                   
09/12/2008         $78,000,000.00                                   
10/12/2008         $78,000,000.00                                   
11/12/2008         $78,000,000.00                                   
12/12/2008         $78,000,000.00                                   
01/12/2009         $78,000,000.00                                   
02/12/2009         $78,000,000.00                                   
03/12/2009         $78,000,000.00                                   
04/12/2009         $78,000,000.00                                   
05/12/2009         $78,000,000.00                                   
06/12/2009         $78,000,000.00                                   
07/12/2009         $78,000,000.00                                   
08/12/2009         $78,000,000.00                                   
09/12/2009         $78,000,000.00                                   
10/12/2009         $78,000,000.00                                   
11/12/2009         $78,000,000.00                                   
12/12/2009         $78,000,000.00                                   
01/12/2010         $78,000,000.00                                   
02/12/2010         $78,000,000.00                                   
03/12/2010         $78,000,000.00                                   
04/12/2010         $78,000,000.00                                   
05/12/2010         $78,000,000.00                                   
06/12/2010         $78,000,000.00                                   
07/12/2010         $78,000,000.00                                   
08/12/2010         $78,000,000.00                                   

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Distribution Date          Balance                                            
-----------------          -------                                            
09/12/2010         $78,000,000.00                                   
10/12/2010         $78,000,000.00                                   
11/12/2010         $78,000,000.00                                   
12/12/2010         $78,000,000.00                                   
01/12/2011         $78,000,000.00                                   
02/12/2011         $78,000,000.00                                   
03/12/2011         $78,000,000.00                                   
04/12/2011         $78,000,000.00                                   
05/12/2011         $78,000,000.00                                   
06/12/2011         $78,000,000.00                                   
07/12/2011         $78,000,000.00                                   
08/12/2011         $78,000,000.00                                   
09/12/2011         $78,000,000.00                                   
10/12/2011         $78,000,000.00                                   
11/12/2011         $78,000,000.00                                   
12/12/2011         $78,000,000.00                                   
01/12/2012         $78,000,000.00                                   
02/12/2012         $78,000,000.00                                   
03/12/2012         $77,920,389.85                                   
04/12/2012         $76,908,000.00                                   
05/12/2012         $75,773,000.00                                   
06/12/2012         $74,750,000.00                                   
07/12/2012         $73,604,000.00                                   
08/12/2012         $72,571,000.00                                   
09/12/2012         $71,533,000.00                                   
10/12/2012         $70,371,000.00                                   
11/12/2012         $69,322,000.00                                   
12/12/2012         $68,150,000.00                                   
01/12/2013         $67,089,000.00                                   
02/12/2013         $66,024,000.00                                   
03/12/2013         $64,600,000.00                                   
04/12/2013         $63,522,000.00                                   
05/12/2013         $62,321,000.00                                   
06/12/2013         $61,232,000.00                                   
07/12/2013         $60,020,000.00                                   
08/12/2013         $58,920,000.00                                   
09/12/2013         $57,813,000.00                                   
10/12/2013         $56,600,000.00                                   
11/12/2013         $55,540,000.00                                   
12/12/2013         $54,359,000.00                                   
01/12/2014         $53,300,000.00                                   
02/12/2014         $52,300,000.00                                   
03/12/2014         $50,862,000.00                                   
04/12/2014         $49,768,000.00                                   

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Distribution Date          Balance                                            
-----------------          -------                                            
05/12/2014         $48,552,000.00                                   
06/12/2014         $47,447,000.00                                   
07/12/2014         $46,219,000.00                                   
08/12/2014         $45,102,000.00                                   
09/12/2014         $43,979,000.00                                   
10/12/2014         $42,798,000.00                                   
11/12/2014         $41,663,000.00                                   
12/12/2014         $40,407,000.00                                   
01/12/2015         $39,260,000.00                                   
02/12/2015         $38,107,000.00                                   
03/12/2015         $36,605,000.00                                   
04/12/2015         $35,439,000.00                                   
05/12/2015         $34,153,000.00                                   
06/12/2015         $32,974,000.00                                   
07/12/2015         $31,676,000.00                                   
08/12/2015         $30,485,000.00                                   
09/12/2015         $29,288,000.00                                   
10/12/2015         $27,972,000.00                                   
11/12/2015         $26,762,000.00                                   
12/12/2015         $25,434,000.00                                   
01/12/2016         $24,211,000.00                                   
02/12/2016         $20,635,000.00                                   
03/12/2016         $19,181,000.00                                   
04/12/2016         $8,172,000.00                                    
05/12/2016         $6,835,000.00                                    
06/12/2016         $5,601,000.00                                    
07/12/2016         $4,251,000.00                                    
08/12/2016         $3,004,000.00                                    
09/12/2016         $1,750,000.00                                    
10/12/2016          $382,000.00                                     
11/12/2016             $0.00                                        

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SCHEDULE XIV

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

              The assessment of compliance to be delivered shall address, at a
minimum, the criteria identified below as "Relevant Servicing Criteria":        

                                                        [Enlarge/Download Table]


-----------------------------------------------------------------------------------------------------------
                                                                                              Applicable   
                                     Relevant Servicing Criteria                              Party(ies)   
-----------------------------------------------------------------------------------------------------------
    Reference                                     Criteria                                                 
-----------------------------------------------------------------------------------------------------------
                                      General Servicing Considerations                                     
-----------------------------------------------------------------------------------------------------------
                                                                                                           
-----------------------------------------------------------------------------------------------------------
                                                                                             Paying Agent  
                  Policies and procedures are instituted to monitor any performance or      Master Servicer
                  other triggers and events of default in accordance with the transaction  Special Servicer
1122(d)(1)(i)     agreements.                                                              Primary Servicer
-----------------------------------------------------------------------------------------------------------
                  If any material servicing activities are outsourced to third parties,      Paying Agent  
                  policies and procedures are instituted to monitor the third party's       Master Servicer
                  performance and compliance with such servicing activities.               Special Servicer
1122(d)(1)(ii)                                                                             Primary Servicer
-----------------------------------------------------------------------------------------------------------
                  Any requirements in the transaction agreements to maintain a back-up            N/A      
1122(d)(1)(iii)   servicer for the mortgage loans are maintained.                                          
-----------------------------------------------------------------------------------------------------------
                  A fidelity bond and errors and omissions policy is in effect on the        Paying Agent  
                  party participating in the servicing function throughout the reporting        Trustee    
                  period in the amount of coverage required by and otherwise in             Master Servicer
                  accordance with the terms of the transaction agreements.                 Special Servicer
1122(d)(1)(iv)                                                                             Primary Servicer
-----------------------------------------------------------------------------------------------------------
                                     Cash Collection and Administration                                    
-----------------------------------------------------------------------------------------------------------
                  Payments on mortgage loans are deposited into the appropriate custodial    Paying Agent  
                  bank accounts and related bank clearing accounts no more than two         Master Servicer
                  business days following receipt, or such other number of days specified  Special Servicer
1122(d)(2)(i)     in the transaction agreements.                                           Primary Servicer
-----------------------------------------------------------------------------------------------------------
                  Disbursements made via wire transfer on behalf of an obligor or to an      Paying Agent  
1122(d)(2)(ii)    investor are made only by authorized personnel.                                          
-----------------------------------------------------------------------------------------------------------
                  Advances of funds or guarantees regarding collections, cash flows or      Master Servicer
                  distributions, and any interest or other fees charged for such           Special Servicer
                  advances, are made, reviewed and approved as specified in the                 Trustee    
1122(d)(2)(iii)   transaction agreements.                                                                  
-----------------------------------------------------------------------------------------------------------
                  The related accounts for the transaction, such as cash reserve accounts    Paying Agent  
                  or accounts established as a form of overcollateralization, are           Master Servicer
                  separately maintained (e.g., with respect to commingling of cash) as     Special Servicer
1122(d)(2)(iv)    set forth in the transaction agreements.                                 Primary Servicer
-----------------------------------------------------------------------------------------------------------
                  Each custodial account is maintained at a federally insured depository     Paying Agent  
                  institution as set forth in the transaction agreements. For purposes of   Master Servicer
                  this criterion, "federally insured depository institution" with respect  Special Servicer
                  to a foreign financial institution means a foreign financial             Primary Servicer
                  institution that meets the requirements of Rule 13k-1(b)(1) of the                       
1122(d)(2)(v)     Securities Exchange Act.                                                                 
-----------------------------------------------------------------------------------------------------------
                                                                                            Master Servicer
                  Unissued checks are safeguarded so as to prevent unauthorized access.    Special Servicer
                                                                                             Paying Agent  
1122(d)(2)(vi)                                                                             Primary Servicer
-----------------------------------------------------------------------------------------------------------

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                                                                                              Applicable   
                                     Relevant Servicing Criteria                              Party(ies)   
-----------------------------------------------------------------------------------------------------------
    Reference                                     Criteria                                                 
-----------------------------------------------------------------------------------------------------------
                                                                                                           
                  Reconciliations are prepared on a monthly basis for all asset-backed                     
                  securities related bank accounts, including custodial accounts and         Paying Agent  
                  related bank clearing accounts. These reconciliations are (A)             Master Servicer
                  mathematically accurate; (B) prepared within 30 calendar days after the  Special Servicer
                  bank statement cutoff date, or such other number of days specified in    Primary Servicer
                  the transaction agreements; (C) reviewed and approved by someone other                   
                  than the person who prepared the reconciliation; and (D) contain                         
                  explanations for reconciling items. These reconciling items are                          
                  resolved within 90 calendar days of their original identification, or                    
1122(d)(2)(vii)   such other number of days specified in the transaction agreements.                       
-----------------------------------------------------------------------------------------------------------
                                     Investor Remittances and Reporting                                    
-----------------------------------------------------------------------------------------------------------
                  Reports to investors, including those to be filed with the Commission,     Paying Agent  
                  are maintained in accordance with the transaction agreements and                         
                  applicable Commission requirements. Specifically, such reports (A) are                   
                  prepared in accordance with timeframes and other terms set forth in the                  
                  transaction agreements; (B) provide information calculated in                            
                  accordance with the terms specified in the transaction agreements; (C)                   
                  are filed with the Commission as required by its rules and regulations;                  
                  and (D) agree with investors' or the trustee's records as to the total                   
                  unpaid principal balance and number of mortgage loans serviced by the                    
1122(d)(3)(i)     Servicer.                                                                                
-----------------------------------------------------------------------------------------------------------
                  Amounts due to investors are allocated and remitted in accordance with     Paying Agent  
                  timeframes, distribution priority and other terms set forth in the                       
1122(d)(3)(ii)    transaction agreements.                                                                  
-----------------------------------------------------------------------------------------------------------
                  Disbursements made to an investor are posted within two business days      Paying Agent  
                  to the Servicer's investor records, or such other number of days                         
1122(d)(3)(iii)   specified in the transaction agreements.                                                 
-----------------------------------------------------------------------------------------------------------
                  Amounts remitted to investors per the investor reports agree with          Paying Agent  
                  cancelled checks, or other form of payment, or custodial bank                            
1122(d)(3)(iv)    statements.                                                                              
-----------------------------------------------------------------------------------------------------------
                                         Pool Asset Administration                                         
-----------------------------------------------------------------------------------------------------------
                                                                                                Trustee    
                  Collateral or security on mortgage loans is maintained as required by     Master Servicer
                  the transaction agreements or related mortgage loan documents.           Special Servicer
1122(d)(4)(i)                                                                              Primary Servicer
-----------------------------------------------------------------------------------------------------------
                  Mortgage loan and related documents are safeguarded as required by the        Trustee    
1122(d)(4)(ii)    transaction agreements.                                                                  
-----------------------------------------------------------------------------------------------------------
                  Any additions, removals or substitutions to the asset pool are made,          Trustee    
                  reviewed and approved in accordance with any conditions or requirements   Master Servicer
                  in the transaction agreements.                                           Special Servicer
1122(d)(4)(iii)                                                                            Primary Servicer
-----------------------------------------------------------------------------------------------------------
                  Payments on mortgage loans, including any payoffs, made in accordance     Master Servicer
                  with the related mortgage loan documents are posted to the Servicer's    Special Servicer
                  obligor records maintained no more than two business days after          Primary Servicer
                  receipt, or such other number of days specified in the transaction                       
                  agreements, and allocated to principal, interest or other items (e.g.,                   
1122(d)(4)(iv)    escrow) in accordance with the related mortgage loan documents.                          
-----------------------------------------------------------------------------------------------------------
                  The Servicer's records regarding the mortgage loans agree with the        Master Servicer
                  Servicer's records with respect to an obligor's unpaid principal         Primary Servicer
1122(d)(4)(v)     balance.                                                                                 
-----------------------------------------------------------------------------------------------------------

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-----------------------------------------------------------------------------------------------------------
                                                                                              Applicable   
                                     Relevant Servicing Criteria                              Party(ies)   
-----------------------------------------------------------------------------------------------------------
    Reference                                     Criteria                                                 
-----------------------------------------------------------------------------------------------------------
                                                                                                           
                  Changes with respect to the terms or status of an obligor's mortgage      Master Servicer
                  loans (e.g., loan modifications or re-agings) are made, reviewed and     Special Servicer
                  approved by authorized personnel in accordance with the transaction      Primary Servicer
1122(d)(4)(vi)    agreements and related pool asset documents.                                             
-----------------------------------------------------------------------------------------------------------
                  Loss mitigation or recovery actions (e.g., forbearance plans,             Master Servicer
                  modifications and deeds in lieu of foreclosure, foreclosures and         Special Servicer
                  repossessions, as applicable) are initiated, conducted and concluded in                  
                  accordance with the timeframes or other requirements established by the                  
1122(d)(4)(vii)   transaction agreements.                                                                  
-----------------------------------------------------------------------------------------------------------
                  Records documenting collection efforts are maintained during the period   Master Servicer
                  a mortgage loan is delinquent in accordance with the transaction         Special Servicer
                  agreements. Such records are maintained on at least a monthly basis, or  Primary Servicer
                  such other period specified in the transaction agreements, and describe                  
                  the entity's activities in monitoring delinquent mortgage loans                          
                  including, for example, phone calls, letters and payment rescheduling                    
                  plans in cases where delinquency is deemed temporary (e.g., illness or                   
1122(d)(4)(viii)  unemployment).                                                                           
-----------------------------------------------------------------------------------------------------------
                  Adjustments to interest rates or rates of return for mortgage loans       Master Servicer
                  with variable rates are computed based on the related mortgage loan      Primary Servicer
1122(d)(4)(ix)    documents.                                                                               
-----------------------------------------------------------------------------------------------------------
                  Regarding any funds held in trust for an obligor (such as escrow          Master Servicer
                  accounts): (A) such funds are analyzed, in accordance with the           Primary Servicer
                  obligor's mortgage loan documents, on at least an annual basis, or such                  
                  other period specified in the transaction agreements; (B) interest on                    
                  such funds is paid, or credited, to obligors in accordance with                          
                  applicable mortgage loan documents and state laws; and (C) such funds                    
                  are returned to the obligor within 30 calendar days of full repayment                    
                  of the related mortgage loans, or such other number of days specified                    
1122(d)(4)(x)     in the transaction agreements.                                                           
-----------------------------------------------------------------------------------------------------------
                  Payments made on behalf of an obligor (such as tax or insurance           Master Servicer
                  payments) are made on or before the related penalty or expiration        Primary Servicer
                  dates, as indicated on the appropriate bills or notices for such                         
                  payments, provided that such support has been received by the servicer                   
                  at least 30 calendar days prior to these dates, or such other number of                  
1122(d)(4)(xi)    days specified in the transaction agreements.                                            
-----------------------------------------------------------------------------------------------------------
                  Any late payment penalties in connection with any payment to be made on   Master Servicer
                  behalf of an obligor are paid from the servicer's funds and not charged  Primary Servicer
                  to the obligor, unless the late payment was due to the obligor's error                   
1122(d)(4)(xii)   or omission.                                                                             
-----------------------------------------------------------------------------------------------------------
                  Disbursements made on behalf of an obligor are posted within two          Master Servicer
                  business days to the obligor's records maintained by the servicer, or    Primary Servicer
1122(d)(4)(xiii)  such other number of days specified in the transaction agreements.                       
-----------------------------------------------------------------------------------------------------------
                  Delinquencies, charge-offs and uncollectible accounts are recognized      Master Servicer
1122(d)(4)(xiv)   and recorded in accordance with the transaction agreements.              Primary Servicer
-----------------------------------------------------------------------------------------------------------

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                                                                                              Applicable   
                                     Relevant Servicing Criteria                              Party(ies)   
-----------------------------------------------------------------------------------------------------------
    Reference                                     Criteria                                                 
-----------------------------------------------------------------------------------------------------------
                                                                                                           

                  Any external enhancement or other support, identified in Item                  N/A       
                  1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained                      
1122(d)(4)(xv)    as set forth in the transaction agreements.                                              
-----------------------------------------------------------------------------------------------------------

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 SCHEDULE XV
 Additional Form 10-D Disclosure

The parties identified in the "Party Responsible" column are obligated pursuant 
to Section 13.4 of the Pooling and Servicing Agreement to disclose to the       
Depositor and the Paying Agent any information described in the corresponding   
Form 10-D Item described in the "Item on Form 10-D" column to the extent such   
party has knowledge (and in the case of financial statements required to be     
provided in connection with Item 6 below, possession) of such information (other
than information as to itself). Each of the Paying Agent, the Trustee, the      
Master Servicer, the Primary Servicer and the Special Servicer (in its capacity 
as such) shall be entitled to rely on the accuracy of the Prospectus Supplement 
(other than information with respect to itself that is set forth in or omitted  
from the Prospectus Supplement), in the absence of specific notice to the       
contrary from the Depositor or Seller. Each of the Paying Agent, the Trustee,   
the Master Servicer, the Primary Servicer and the Special Servicer (in its      
capacity as such) shall be entitled to conclusively assume that there is no     
"significant obligor" other than a party identified as such in the Prospectus   
Supplement. For this Series 2007-TOP26 Pooling and Servicing Agreement, each of 
the Paying Agent, the Trustee, the Master Servicer, the Primary Servicer and the
Special Servicer (in its capacity as such) shall be entitled to assume that     
there is no provider of credit enhancement, liquidity or derivative instruments 
within the meaning of Items 1114 or 1115 of Regulation AB other than a party    
identified as such in the Prospectus Supplement.                                

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-----------------------------------------------------------------------------------------------------------
                 Item on Form 10-D                           Party Responsible                             
-----------------------------------------------------------------------------------------------------------
                                                                                                           
Item 1A: Distribution and Pool Performance             o   Master Servicer                                 
Information:                                           o   Paying Agent/Trustee                            
o     Item 1121(a)(13) of Regulation AB                                                                    

-----------------------------------------------------------------------------------------------------------
Item 1B: Distribution and Pool Performance             o   Paying Agent/Trustee                            
Information:                                           o   Depositor                                       
o     Item 1121 (a)(14) of Regulation AB                                                                   

-----------------------------------------------------------------------------------------------------------
Item 2: Legal Proceedings:                             o   Master Servicer (as to itself)                  
o     Item 1117 of Regulation AB                       o   Special Servicer (as to itself)                 
                                                       o   Paying Agent (as to itself)                     
                                                       o   Trustee (as to itself)                          
                                                       o   Depositor (as to itself)                        
                                                       o   Primary Servicer (as to itself)                 
                                                       o   Any other Reporting Servicer (as to itself)     
                                                       o   Trustee/Paying Agent/Master                     
                                                           Servicer/Depositor/Special Servicer as to the   
                                                           Trust                                           
                                                       o   Each Seller as sponsor (as defined in Regulation
                                                           AB)                                             
                                                       o   Originators under Item 1110 of Regulation AB    
-----------------------------------------------------------------------------------------------------------

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                 Item on Form 10-D                           Party Responsible                             
-----------------------------------------------------------------------------------------------------------
                                                                                                           
                                                       o   Party under Item 1100(d)(1) of Regulation AB    
-----------------------------------------------------------------------------------------------------------
Item 3: Sale of Securities and Use of Proceeds         o   Depositor                                       

-----------------------------------------------------------------------------------------------------------
Item 4: Defaults Upon Senior Securities                o   Paying Agent                                    
                                                       o   Trustee                                         
-----------------------------------------------------------------------------------------------------------
Item 5: Submission of Matters to a Vote of Security    o   Paying Agent                                    
Holders                                                o   Trustee                                         

-----------------------------------------------------------------------------------------------------------
Item 6: Significant Obligors of Pool Assets            o   Depositor                                       
                                                       o   Sponsor                                         
                                                       o   Applicable Seller                               
                                                       o   Master Servicer                                 
                                                       o   Primary Servicer (as to loans serviced by it)   
-----------------------------------------------------------------------------------------------------------
Item 7: Significant Enhancement Provider               o   Depositor                                       
Information                                                                                                
-----------------------------------------------------------------------------------------------------------
Item 8: Other Information                              o   Paying Agent                                    
                                                       o   Any other party responsible for disclosure items
                                                           on Form 8-K                                     
-----------------------------------------------------------------------------------------------------------
Item 9: Exhibits                                       o   Paying Agent                                    
                                                       o   Depositor                                       
                                                       o   Master Servicer                                 
                                                       o   Special Servicer                                
                                                       o   Trustee                                         
                                                       o   Primary Servicer (as to loans serviced by it)   
-----------------------------------------------------------------------------------------------------------

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SCHEDULE XVI

 Additional Form 10-K Disclosure

The parties identified in the "Party Responsible" column are obligated pursuant 
to Section 13.5 of the Pooling and Servicing Agreement to disclose to the       
Depositor and the Paying Agent any information described in the corresponding   
Form 10-K Item described in the "Item on Form 10-K" column to the extent such   
party has knowledge (and in the case of financial statements required to be     
provided in connection with 1112(b) below, possession) of such information      
(other than information as to itself). Each of the Paying Agent, the Trustee,   
the Master Servicer, any Primary Servicer and the Special Servicer (in its      
capacity as such) shall be entitled to rely on the accuracy of the Prospectus   
Supplement (other than information with respect to itself that is set forth in  
or omitted from the Prospectus Supplement), in the absence of specific notice to
the contrary from the Depositor or a Seller. Each of the Paying Agent, the      
Trustee, the Master Servicer, any Primary Servicer and the Special Servicer (in 
its capacity as such) shall be entitled to conclusively assume that there is no 
"significant obligor" other than a party identified as such in the Prospectus   
Supplement. For this Series 2007-TOP26 Pooling and Servicing Agreement, each of 
the Paying Agent, the Trustee, the Master Servicer, any Primary Servicer and the
Special Servicer (in its capacity as such) shall be entitled to assume that     
there is no provider of credit enhancement, liquidity or derivative instruments 
within the meaning of Items 1114 or 1115 of Regulation AB other than a party    
identified as such in the Prospectus Supplement.                                

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                 Item on Form 10-K                                       Party Responsible                 
-----------------------------------------------------------------------------------------------------------
                                                                                                           
Item 1B: Unresolved Staff Comments                   o     Depositor                                       

Item 9B: Other Information                           o     Paying Agent                                    
                                                     o     Any other party responsible for disclosure items
                                                           on Form 8-K                                     
-----------------------------------------------------------------------------------------------------------
Item 15: Exhibits, Financial Statement Schedules     o     Paying Agent                                    
                                                     o     Depositor                                       
-----------------------------------------------------------------------------------------------------------
Additional Item:                                     o     Master Servicer (as to itself)                  
                                                     o     Special Servicer (as to itself)                 
Disclosure per Item 1117 of Regulation AB            o     Paying Agent (as to itself)                     
                                                     o     Trustee (as to itself)                          
                                                     o     Depositor (as to itself)                        
                                                     o     Primary Servicer (as to itself)                 
                                                     o     Any other Reporting Servicer (as to itself)     
                                                     o     Trustee/Paying Agent/Master                     
                                                           Servicer/Depositor/Special Servicer as to the   
                                                           Trust                                           
                                                     o     Each Seller as sponsor (as defined in Regulation
                                                           AB)                                             
                                                     o     Originators under Item 1110 of Regulation AB    
-----------------------------------------------------------------------------------------------------------

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----------------------------------------------------------------------------------------------------------- 
                 Item on Form 10-K                                       Party Responsible                  
----------------------------------------------------------------------------------------------------------- 
                                                                                                            
                                                     o     Party under Item 1100(d)(1) of Regulation AB     
----------------------------------------------------------------------------------------------------------- 
Additional Item:                                     o     Master Servicer (as to itself)                   
Disclosure per Item 1119 of Regulation AB            o     Special Servicer (as to itself)                  
                                                     o     Paying Agent (as to itself)                      
                                                     o     Trustee (as to itself)                           
                                                     o     Depositor (as to itself)                         
                                                     o     Primary Servicer (as to itself)                  
                                                     o     Trustee/Paying Agent/Master                      
                                                           Servicer/Depositor/Special Servicer as to the    
                                                           Trust                                            
                                                     o     Each Seller as sponsors (as defined in Regulation
                                                           AB)                                              
                                                     o     Originators under Item 1110 of Regulation AB     
                                                     o     Party under Item 1100(d)(1) of Regulation AB     
----------------------------------------------------------------------------------------------------------- 
Additional Item:                                     o     Depositor                                        
Disclosure per Item 1112(b) of Regulation AB         o     Each Applicable Seller as sponsor (as defined in 
                                                           Regulation AB)                                   
                                                     o     Master Servicer                                  
                                                     o     Special Servicer                                 
                                                     o     Primary Servicer (as to loans serviced by it)    
----------------------------------------------------------------------------------------------------------- 
Additional Item:                                     o     Depositor                                        
Disclosure per Items 1114(b)(2) and 1115(b) of       o     Trustee                                          
Regulation AB                                        o     Master Servicer                                  
                                                     o     Special Servicer                                 
----------------------------------------------------------------------------------------------------------- 


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 SCHEDULE XVII

 Form 8-K Disclosure Information

The parties identified in the "Party Responsible" column are obligated pursuant 
to Section 13.7 of the Pooling and Servicing Agreement to report to the         
Depositor and the Paying Agent the occurrence of any event described in the     
corresponding Form 8-K Item described in the "Item on Form 8-K" column to the   
extent such party has knowledge of such information (other than information as  
to itself). Each of the Paying Agent, the Trustee, the Master Servicer, the     
Primary Servicer and the Special Servicer (in its capacity as such) shall be    
entitled to rely on the accuracy of the Prospectus Supplement (other than       
information with respect to itself that is set forth in or omitted from the     
Prospectus Supplement), in the absence of specific notice to the contrary from  
the Depositor or a Seller. Each of the Paying Agent, the Trustee, the Master    
Servicer, the Primary Servicer and the Special Servicer (in its capacity as     
such) shall be entitled to conclusively assume that there is no "significant    
obligor" other than a party identified as such in the Prospectus Supplement. For
this Series 2007-TOP26 Pooling and Servicing Agreement, each of the Paying      
Agent, the Trustee, the Master Servicer, the Primary Servicer and the Special   
Servicer (in its capacity as such) shall be entitled to assume that there is no 
provider of credit enhancement, liquidity or derivative instruments within the  
meaning of Items 1114 or 1115 of Regulation AB other than a party identified as 
such in the Prospectus Supplement.                                              

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                  Item on Form 8-K                                    Party Responsible                    
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Item 1.01- Entry into a Material Definitive          o     Trustee/Paying Agent/Master                     
Agreement                                                  Servicer/Depositor/Special Servicer as to       
                                                           the Trust                                       
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Item 1.02- Termination of a Material Definitive      o     Trustee/Paying Agent/Master                     
Agreement                                                  Servicer/Depositor/Special Servicer as to       
                                                           the Trust                                       
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Item 1.03- Bankruptcy or Receivership                o     Depositor                                       
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Item 2.04- Triggering Events that Accelerate or      o     Master Servicer                                 
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Increase a Direct Financial Obligation or an         o     Trustee                                         
Obligation under an Off-Balance Sheet Arrangement                                                          
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Item 3.03- Material Modification to Rights of        o     Paying Agent                                    
Security Holders                                     o     Trustee                                         
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Item 5.03- Amendments of Articles of Incorporation   o     Depositor                                       
or Bylaws; Change of Fiscal Year                                                                           
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Item 6.01- ABS Informational and Computational       o     Depositor                                       
Material                                                                                                   
-----------------------------------------------------------------------------------------------------------
Item 6.02- Change of Servicer or Trustee             o     Master Servicer                                 
                                                     o     Special Servicer                                
                                                     o     Primary Servicer                                
                                                     o     Trustee                                         
                                                     o     Depositor                                       
-----------------------------------------------------------------------------------------------------------

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                  Item on Form 8-K                                    Party Responsible                    
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Item 6.03- Change in Credit Enhancement or External  o     Depositor                                       
Support                                              o     Paying Agent                                    
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Item 6.04- Failure to Make a Required Distribution   o     Paying Agent                                    
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Item 6.05- Securities Act Updating Disclosure        o     Depositor                                       
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Item 7.01- Regulation FD Disclosure                  o     Depositor                                       
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Item 8.01                                            o     Depositor                                       
-----------------------------------------------------------------------------------------------------------
Item 9.01                                            o     Depositor                                       
                                                     o     Master Servicer                                 
                                                     o     Special Servicer                                
                                                     o     Paying Agent                                    
                                                     o     Trustee                                         
                                                     o     Primary Servicer (as to loans serviced by it)   
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SCHEDULE XVIII

Additional Disclosure Notification

**SEND VIA FAX TO 443-542-6156 AND VIA EMAIL TO                                 
cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESSES    
IMMEDIATELY BELOW**                                                             

Wells Fargo Bank, N.A., as Paying Agent                                         
9062 Old Annapolis Road                                                         
Columbia, Maryland 21045                                                        
Attn: Corporate Trust Services-  [DEAL NAME]--SEC REPORT PROCESSING             

Bear Stearns Commercial Mortgage Securities Inc., as Depositor                  
383 Madison Avenue                                                              
New York, New York 10179                                                        

Attn:   J. Christopher Hoeffel                                                  
Joseph T. Jurkowski, Jr.                                        

RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required                   

Ladies and Gentlemen:                                                           

         In accordance with Section [_] of the Pooling and Servicing
Agreement, dated as of [_________][ ], 2007, among [____________], as           
[_______________], [____________], as [_______________], [____________], as     
[_______________] and [____________], as [_______________]. the undersigned, as 
[__________], hereby notifies you that certain events have come to our attention
that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].               

Description of Additional Form [10-D][10-K][8-K] Disclosure:                    

List of any Attachments hereto to be included in the Additional Form            
[10-D][10-K][8-K] Disclosure:                                                   

              Any inquiries related to this notification should be directed to
[_______________________], phone number: [_________]; email address:            
[___________________________].                                                  

                                  [NAME OF PARTY],

                           as [role]

                                                 By:____________________________
                             Name:
                              Title:

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SCHEDULE XIX
Seller Sub-Servicers

Capmark Finance Inc.                                                            
NorthMarq Capital, Inc.                                                         

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

  On this 18th day of April, 2007, before me appeared Adam Ansaldi to me
personally known, who, being by me duly sworn did say that he is the Vice       
President of BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC., and that the seal
affixed to the foregoing instrument is the corporate seal of the said           
corporation, and that said instrument was signed and sealed in behalf of said   
corporation by authority of its board of directors, and said Vice President     
acknowledged said instrument to be the free act and deed of said corporation.   

                      /s/ Michele Auteri
                                        ----------------------------------------
             Notary Public
              [Notary Stamp]

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STATE OF CALIFORNIA           )                                                 
)  ss.:             
COUNTY OF SAN FRANCISCO       )                                                 

On April 12, 2007, before me, Wade Howard, Notary Public, personally
appeared Stewart E. McAdams, personally known to me (or proved to me on the     
basis of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his       
authorized capacity, and that by his signature on the instrument the person, or 
the entity upon behalf of which the person acted, executed the instrument.      

WITNESS my hand and official seal.                                              

                   /s/ Wade Howard
                                        ----------------------------------------
             Notary Public
              [Notary Stamp]

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STATE OF TEXAS                )                                                 
)  ss.:             
COUNTY OF DALLAS        )                                                       

      On the 13th day of April, 2007, before me, a notary public in and for said
State, personally appeared James L. Duggins known to me to be the Chief         
Executive Officer of Centerline Servicing, Inc., one of the entities that       
executed the within instrument, and acknowledged to me that such entity executed
the within instrument.                                                          

   IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.                  

                    /s/ Robin Behrns
                                        ----------------------------------------
             Notary Public
              [Notary Stamp]

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STATE OF ILLINOIS )                                                             
)  ss.:                                                             
COUNTY OF COOK    )                                                             

    On this 18th day of April 2007, before me, Diane O'Neal, a notary public
in and for said State, personally appeared Ann M. Kelly, known to me to be a    
Asst. Vice President of LaSalle Bank National Association, one of the entities  
that executed the within instrument, and also known to me to be the person who  
executed it on behalf of said entity, and acknowledged to me that such entity   
executed the within instrument.                                                 

   IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.                  

                    /s/ Diane O'Neal
                                        ----------------------------------------
             Notary Public
              [Notary Stamp]

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

   On this 18th day of April, 2007, before me appeared Amy Mofsenson to me
personally known, who, being by me duly sworn did say that he is the Vice       
President of Wells Fargo Bank, National Association, and that the seal affixed  
to the foregoing instrument is the corporate seal of the said corporation, and  
that said instrument was signed and sealed in behalf of said corporation by     
authority of its board of directors, and said Vice President acknowledged said  
instrument to be the free act and deed of said corporation.                     

                      /s/ Michele Auteri
                                        ----------------------------------------
             Notary Public
              [Notary Stamp]

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STATE OF IOWA                 )                                                 
)  ss.:             
COUNTY OF POLK                )                                                 

      On the 13th day of April, 2007, before me, a notary public in and for said
State, personally appeared Leanne M. Valentine and Karen A. Pearston known to me
to be the Vice President and Senior Investment Counsel, and Second Vice         
President and Counsel, respectively, of Principal Global Investors, LLC, one of 
the entities that executed the within instrument, and acknowledged to me that   
such entity executed the within instrument.                                     

   IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.                  

                   /s/ Mary Eggers
                                        ----------------------------------------
             Notary Public
              [Notary Stamp]