J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1 – ‘8-K’ for 12/20/07 – EX-4

On:  Friday, 1/4/08, at 4:29pm ET   ·   For:  12/20/07   ·   Accession #:  914121-8-8   ·   File #:  333-140804-06

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     17K 
 2: EX-1        Underwriting Agreement                                30±   121K 
 3: EX-4        Pooling and Servicing Agreement                      661±  2.59M 
 4: EX-10.1     Jpmcb Mortgage Loan Purchase Agreement                77±   331K 
 5: EX-10.2     Natixis Mortgage Loan Purchase Agreement              50±   206K 

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

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 Exhibit 4

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

 CAPMARK FINANCE INC.,
 Master Servicer

MIDLAND LOAN SERVICES, INC.,
Special Servicer

 and

 WELLS FARGO BANK, N.A.,
Trustee and Paying Agent

 POOLING AND SERVICING AGREEMENT

 Dated as of

 December 20, 2007

J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1
 Commercial Mortgage Pass-Through Certificates

Series 2007-C1

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 TABLE OF CONTENTS

                                                                            Page
                                                                            ----

 ARTICLE I

 DEFINITIONS

Section 1.01  Defined Terms...............................................      
Section 1.02  Certain Calculations........................................      

ARTICLE II

 CONVEYANCE OF MORTGAGE LOANS;
 ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01  Conveyance of Mortgage Loans................................      
Section 2.02  Acceptance by Trustee.......................................      
Section 2.03  Representations, Warranties and Covenants of the                  
Depositor; Mortgage Loan Sellers' Repurchase or   
    Substitution of Mortgage Loans for Defects in Mortgage
         Files and Breaches of Representations and Warranties.......
Section 2.04  Execution of Certificates; Issuance of Uncertificated             
         Lower-Tier Interests.......................................

 ARTICLE III

ADMINISTRATION AND
 SERVICING OF THE TRUST FUND

Section 3.01  Master Servicer to Act as Master Servicer; Special                
    Servicer to Act as Special Servicer; Administration of
         the Mortgage Loans.........................................
Section 3.02  Collection of Mortgage Loan Payments........................      
Section 3.03  Collection of Taxes, Assessments and Similar Items;               
         Servicing Accounts.........................................
Section 3.04  The Certificate Account, the Lower-Tier and Upper-Tier            
Distribution Accounts, the Companion Distribution 
Account, the Interest Reserve Account and the     
         Gain-on-Sale Reserve Account...............................
Section 3.05  Permitted Withdrawals from the Certificate Account, the           
  Distribution Accounts and the Companion Distribution
         Account....................................................
Section 3.06  Investment of Funds in the Certificate Account and the            
         REO Account................................................
Section 3.07  Maintenance of Insurance Policies; Errors and Omissions           
         and Fidelity Coverage......................................
Section 3.08  Enforcement of Due-on-Sale Clauses; Assumption Agreements...      
Section 3.09  Realization Upon Defaulted Mortgage Loans...................      
Section 3.10  Trustee to Cooperate; Release of Mortgage Files.............      
Section 3.11  Servicing Compensation......................................      
Section 3.12  Inspections; Collection of Financial Statements.............      
Section 3.13  [Reserved]..................................................      
Section 3.14  [Reserved]..................................................      
Section 3.15  Access to Certain Information...............................      
Section 3.16  Title to REO Property; REO Account..........................      
Section 3.17  Management of REO Property..................................      
Section 3.18  Sale of Defaulted Mortgage Loans and REO Properties.........      
Section 3.19  Additional Obligations of Master Servicer and Special             
         Servicer...................................................
Section 3.20  Modifications, Waivers, Amendments and Consents.............      
Section 3.21  Transfer of Servicing Between Master Servicer and Special         
         Servicer; Recordkeeping; Asset Status Report...............
Section 3.22  Sub-Servicing Agreements....................................      
Section 3.23  Representations, Warranties and Covenants of the Master           
         Servicer...................................................
Section 3.24  Representations, Warranties and Covenants of the Special          
        Servicer....................................................
Section 3.25  Interest Reserve Account....................................      
Section 3.26  [Reserved]..................................................      
Section 3.27  Directing Certificateholder Contact with Master Servicer          
         and Special Servicer.......................................
Section 3.28  Controlling Class Certificateholders and Directing                
Certificateholder; Certain Rights and Powers of   
         Directing Certificateholder................................
Section 3.29  Intercreditor Agreements....................................      
Section 3.30  Companion Paying Agent......................................      
Section 3.31  Companion Register..........................................      
Section 3.32  [Reserved]..................................................      
Section 3.33  Certain Matters Relating to the Non-Serviced Mortgage             
         Loans......................................................

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01  Distributions...............................................      
Section 4.02  Statements to Certificateholders; CMSA Investor Reporting         
         Package (IRP)s; Grant of Power of Attorney.................
Section 4.03  P&I Advances................................................      
Section 4.04  Allocation of Collateral Support Deficit....................      
Section 4.05  Appraisal Reductions........................................      
Section 4.06  Certificate Deferred Interest...............................      

 ARTICLE V

THE CERTIFICATES

Section 5.01  The Certificates............................................      
Section 5.02  Registration of Transfer and Exchange of Certificates.......      
Section 5.03  Book-Entry Certificates.....................................      
Section 5.04  Mutilated, Destroyed, Lost or Stolen Certificates...........      
Section 5.05  Persons Deemed Owners.......................................      
Section 5.06  Certificate Ownership Certification.........................      
Section 5.07  Appointment of Paying Agent.................................      

ARTICLE VI

 THE DEPOSITOR, THE MASTER SERVICER,
THE SPECIAL SERVICER AND
 THE DIRECTING CERTIFICATEHOLDER

Section 6.01  Liability of the Depositor, the Master Servicer and the           
         Special Servicer...........................................
Section 6.02  Merger, Consolidation or Conversion of the Depositor, the         
         Master Servicer or the Special Servicer....................
Section 6.03  Limitation on Liability of the Depositor, the Master              
         Servicer, the Special Servicer and Others..................
Section 6.04  Depositor, Master Servicer and Special Servicer Not to            
        Resign......................................................
Section 6.05  Rights of the Depositor in Respect of the Master Servicer         
         and the Special Servicer...................................
Section 6.06  The Master Servicer and the Special Servicer as                   
         Certificate Owner..........................................
Section 6.07  The Directing Certificateholder.............................      

 ARTICLE VII

 DEFAULT

Section 7.01  Events of Default; Master Servicer and Special Servicer           
         Termination................................................
Section 7.02  Trustee to Act; Appointment of Successor....................      
Section 7.03  Notification to Certificateholders..........................      
Section 7.04  Waiver of Events of Default.................................      
Section 7.05  Trustee as Maker of Advances................................      

ARTICLE VIII

 CONCERNING THE TRUSTEE AND THE PAYING AGENT

Section 8.01  Duties of the Trustee and the Paying Agent..................      
Section 8.02  Certain Matters Affecting the Trustee and the Paying              
         Agent......................................................
Section 8.03  Trustee and Paying Agent Not Liable for Validity or               
         Sufficiency of Certificates or Mortgage Loans..............
Section 8.04  Trustee or Paying Agent May Own Certificates................      
Section 8.05  Fees and Expenses of Trustee and Paying Agent;                    
         Indemnification of Trustee and Paying Agent................
Section 8.06  Eligibility Requirements for Trustee and Paying Agent.......      
Section 8.07  Resignation and Removal of the Trustee and Paying Agent.....      
Section 8.08  Successor Trustee or Paying Agent...........................      
Section 8.09  Merger or Consolidation of Trustee or Paying Agent..........      
Section 8.10  Appointment of Co-Trustee or Separate Trustee...............      
Section 8.11  Appointment of Custodians...................................      
Section 8.12  Access to Certain Information...............................      
Section 8.13  Representations and Warranties of the Trustee...............      
Section 8.14  Representations and Warranties of the Paying Agent..........      

ARTICLE IX

 TERMINATION

Section 9.01  Termination upon Repurchase or Liquidation of All                 
         Mortgage Loans.............................................
Section 9.02  Additional Termination Requirements.........................      

 ARTICLE X

 ADDITIONAL REMIC PROVISIONS

Section 10.01 REMIC Administration........................................      
Section 10.02 Use of Agents...............................................      
Section 10.03 Depositor, Master Servicer and Special Servicer to                
         Cooperate with Paying Agent................................
Section 10.04 Appointment of REMIC Administrators.........................      

ARTICLE XI

 EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

Section 11.01 Intent of the Parties; Reasonableness.......................      
Section 11.02 Succession; Subcontractors..................................      
Section 11.03 Filing Obligations..........................................      
Section 11.04 Form 10-D Filings...........................................      
Section 11.05 Form 10-K Filings...........................................      
Section 11.06 Sarbanes-Oxley Certification................................      
Section 11.07 Form 8-K Filings............................................      
Section 11.08 Form 15 Filing..............................................      
Section 11.09 Annual Compliance Statements................................      
Section 11.10 Annual Reports on Assessment of Compliance with Servicing         
         Criteria...................................................
Section 11.11 Annual Independent Public Accountants' Attestation Report...      
Section 11.12 Indemnification.............................................      
Section 11.13 Amendments..................................................      
Section 11.14 Regulation AB Notices.......................................      
Section 11.15 Certain Matters Relating to the Future Securitization of          
         the Serviced Companion Loans...............................
Section 11.16 Certain Matters Regarding Significant Obligors..............      

 ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 12.01 Amendment...................................................      
Section 12.02 Recordation of Agreement; Counterparts......................      
Section 12.03 Limitation on Rights of Certificateholders..................      
Section 12.04 Governing Law...............................................      
Section 12.05 Notices.....................................................      
Section 12.06 Severability of Provisions..................................      
Section 12.07 Grant of a Security Interest................................      
Section 12.08 Successors and Assigns; Third Party Beneficiaries...........      
Section 12.09 Article and Section Headings................................      
Section 12.10 Notices to the Rating Agencies..............................      

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EXHIBITS

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-4 Certificate                                    
Exhibit A-5    Form of Class A-SB Certificate                                   
Exhibit A-6    Form of Class X-2 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 X-1 Certificate                                    
Exhibit A-10   Form of Class B Certificate                                      
Exhibit A-11   Form of Class C Certificate                                      
Exhibit A-12   Form of Class D Certificate                                      
Exhibit A-13   Form of Class E Certificate                                      
Exhibit A-14   Form of Class F Certificate                                      
Exhibit A-15   Form of Class G Certificate                                      
Exhibit A-16   Form of Class H Certificate                                      
Exhibit A-17   Form of Class J Certificate                                      
Exhibit A-18   Form of Class K Certificate                                      
Exhibit A-19   Form of Class L Certificate                                      
Exhibit A-20   Form of Class M Certificate                                      
Exhibit A-21   Form of Class N Certificate                                      
Exhibit A-22   Form of Class P Certificate                                      
Exhibit A-23   Form of Class Q Certificate                                      
Exhibit A-24   Form of Class T Certificate                                      
Exhibit A-25   Form of Class NR Certificate                                     
Exhibit A-26   Form of Class R Certificate                                      
Exhibit A-27   Form of Class LR Certificate                                     
Exhibit B      Mortgage Loan Schedule                                           
Exhibit C      Form of Investment Representation Letter                         
Exhibit D-1    Form of Transfer Affidavit                                       
Exhibit D-2    Form of Transferor Letter                                        
Exhibit E      Form of Request for Release                                      
Exhibit F      Form of ERISA Representation Letter                              
Exhibit G      Form of Statement to Certificateholders                          
Exhibit H      Form of Omnibus Assignment                                       
Exhibit I-1    Form of Regulation S Transfer Certificate during Restricted      
Period                                          
Exhibit I-2    Form of Regulation S Transfer Certificate after Restricted       
Period                                          
Exhibit J      Form of Purchase Option Notice                                   
Exhibit K      Form of Transfer Certificate for Rule 144A Book-Entry            
         Certificate to Regulation S Book-Entry Certificate during
Restricted Period                               
Exhibit L      [Reserved]                                                       
Exhibit M      Controlling Class Certificateholder's Reports Checklist          
Exhibit N      Form of Transfer Certificate for Rule 144A Book-Entry            
        Certificate to Regulation S Book-Entry Certificate after
Restricted Period                               
Exhibit O      Form of Transfer Certificate of Regulation S Book-Entry          
             Certificate to Rule 144A Global Book-Entry Certificate during
Restricted Period                               
Exhibit P      Form of Transfer Certificate for Regulation S Book-Entry         
Certificate during Restricted Period            
Exhibit Q      Initial Companion Holders                                        
Exhibit R      Form of Notice and Certification Regarding Defeasance of         
Mortgage Loan                                     
Exhibit S      Information Request from Certificateholder, Beneficial Owner     
or Prospective Purchaser                          
Exhibit T      Trustee Certification/Exception Report                           
Exhibit U      Form of Notice Relating to the Non-Serviced Mortgage Loans       
Exhibit V      Form Certification to be Provided with Form 10-K                 
Exhibit W-1    Form of Certification to be Provided to Depositor by Paying      
Agent                                           
Exhibit W-2    Form of Certification to be Provided to Depositor by Master      
Servicer                                        
Exhibit W-3    Form of Certification to be Provided to Depositor by Special     
Servicer                                        
Exhibit X      Servicing Criteria to be Addressed in Assessment of Compliance   
Exhibit Y      Additional Form 10-D Disclosure                                  
Exhibit Z      Additional Form 10-K Disclosure                                  
Exhibit AA     Form 8-K Disclosure Information                                  
Exhibit BB     Additional Disclosure Notification                               
Exhibit CC     Servicing and Subservicing Agreements                            
Exhibit DD     Servicing Function Participants                                  
Exhibit EE     Form of Annual Compliance Statement                              
Exhibit FF     Form of Report on Assessment of Compliance with Servicing        
Criteria                                          

 SCHEDULES

Schedule 1     Mortgage Loans Containing Additional Debt                        
Schedule 2     Mortgage Loans Which Initially Pay Interest Only                 
Schedule 3     Class X Reference Rate Schedule                                  
Schedule 4     Class A-SB Planned Principal Balance Schedule                    

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           This Pooling and Servicing Agreement (the "Agreement") is dated and
effective as of December 20, 2007, among J.P. Morgan Chase Commercial Mortgage  
Securities Corp., as Depositor, Capmark Finance Inc., as Master Servicer,       
Midland Loan Services, Inc., as Special Servicer, and Wells Fargo Bank, N.A., as
Trustee and as Paying Agent.                                                    

PRELIMINARY STATEMENT:

      The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in      
multiple classes (each, a "Class"), which in the aggregate will evidence the    
entire beneficial ownership interest in the trust fund (the "Trust Fund") to be 
created hereunder, the primary assets of which will be a pool of commercial,    
multifamily and manufactured housing community mortgage loans (the "Mortgage    
Loans"). As provided herein, the Paying Agent shall elect or shall cause an     
election to be made to treat the Trust Fund for federal income tax purposes as  
two separate real estate mortgage investment conduits (the "Upper-Tier REMIC"   
and the "Lower-Tier REMIC" as described herein).                                

LOWER-TIER REMIC

         The Class LA-1-1, Class LA-1-2, Class LA-1-3, Class LA-1-4, Class
LA-2-1, Class LA-2-2, Class LA-3-1, Class LA-3-2, Class LA-3-3, Class LA-3-4,   
Class LA-4-1, Class LA-4-2, Class LA-4-3, Class LA-4-4, Class LA-4-5, Class     
LA-4-6, Class LA-4-7, Class LA-4-8, Class LA-SB-1, Class LA-SB-2, Class LA-SB-3,
Class LA-SB-4, Class LA-SB-5, Class LA-SB-6, Class LA-M, Class LA-J, Class LB,  
Class LC, Class LD, Class LE, Class LF-1, Class LF-2, Class LG-1, Class LG-2,   
Class LG-3, Class LH-1, Class LH-2, Class LJ-1, Class LJ-2, Class LJ-3, Class   
LK-1, Class LK-2, Class LL-1, Class LL-2, Class LM-1, Class LM-2, Class LN,     
Class LP-1, Class LP-2, Class LQ, Class LT, Class LNR-1, Class LNR-2, Class     
LNR-3 and Class LNR-4 Uncertificated Interests will evidence "regular interests"
in the Lower-Tier REMIC created hereunder. The sole Class of "residual          
interests" in the Lower-Tier REMIC will be evidenced by the Class LR            
Certificates.                                                                   

        The following table sets forth the Original Lower-Tier Principal
Amounts and per annum rates of interest for the Uncertificated Lower-Tier       
Interests and the Class LR Certificates:                                        

           Original Lower-Tier
Class Designation   Interest Rate    Principal Amount                           
-----------------   -------------   -------------------                         
Class LA-1-1              (1)           $   6,535,000                           
Class LA-1-2              (1)           $   1,804,000                           
Class LA-1-3              (1)           $  20,981,000                           
Class LA-1-4              (1)           $   2,679,000                           
Class LA-2-1              (1)           $  21,704,000                           
Class LA-2-2              (1)           $  27,508,000                           
Class LA-3-1              (1)           $  41,771,000                           
Class LA-3-2              (1)           $  23,545,000                           
Class LA-3-3              (1)           $  23,476,000                           
Class LA-3-4              (1)           $  16,722,000                           
Class LA-4-1              (1)           $ 113,290,000                           
Class LA-4-2              (1)           $  22,306,000                           
Class LA-4-3              (1)           $ 110,861,000                           
Class LA-4-4              (1)           $  26,432,000                           
Class LA-4-5              (1)           $  10,234,000                           
Class LA-4-6              (1)           $  82,506,000                           
Class LA-4-7              (1)           $   7,445,000                           
Class LA-4-8              (1)           $ 205,605,000                           
Class LA-SB-1             (1)           $   2,032,000                           
Class LA-SB-2             (1)           $   6,599,000                           
Class LA-SB-3             (1)           $   6,307,000                           
Class LA-SB-4             (1)           $   7,028,000                           
Class LA-SB-5             (1)           $   6,648,000                           
Class LA-SB-6             (1)           $  30,792,000                           
Class LA-M                (1)           $ 117,830,000                           
Class LA-J                (1)           $  53,024,000                           
Class LB                  (1)           $  16,202,000                           
Class LC                  (1)           $  14,728,000                           
Class LD                  (1)           $  11,783,000                           
Class LE                  (1)           $  13,256,000                           
Class LF-1                (1)           $   6,521,000                           
Class LF-2                (1)           $   3,789,000                           
Class LG-1                (1)           $   3,030,000                           
Class LG-2                (1)           $   8,597,000                           
Class LG-3                (1)           $   1,629,000                           
Class LH-1                (1)           $   8,844,000                           
Class LH-2                (1)           $   5,885,000                           
Class LJ-1                (1)           $   5,812,000                           
Class LJ-2                (1)           $   9,990,000                           
Class LJ-3                (1)           $     400,000                           
Class LK-1                (1)           $   8,705,000                           
Class LK-2                (1)           $   4,551,000                           
Class LL-1                (1)           $   5,350,000                           
Class LL-2                (1)           $   2,014,000                           
Class LM-1                (1)           $   3,105,000                           
Class LM-2                (1)           $   5,732,000                           
Class LN                  (1)           $   4,419,000                           
Class LP-1                (1)           $   1,962,000                           
Class LP-2                (1)           $   3,929,000                           
Class LQ                  (1)           $   4,419,000                           
Class LT                  (1)           $   2,946,000                           
Class LNR-1               (1)           $         244                           
Class LNR-2               (1)           $  10,306,000                           
Class LNR-3               (1)           $  12,226,000                           
Class LNR-4               (1)           $   2,507,000                           
Class LR               None(2)                 None                             

----------                                                                      

(1)   The interest rate for such Class of Uncertificated Lower-Tier Interests   
shall be the Weighted Average Net Mortgage Rate.                    

(2)   The Class LR Certificates do not have a Certificate Balance or Notional   
     Amount, do not bear interest and will not be entitled to distributions of
     Yield Maintenance Charges. Any Available Distribution Amount remaining in
 the Lower-Tier Distribution Account after distributing the Lower-Tier
  Regular Distribution Amount shall be distributed to the Holders of the
Class LR Certificates (but only to the extent of the Available      
    Distribution Amount for such Distribution Date, if any, remaining in the
Lower-Tier Distribution Account).                                   

UPPER-TIER REMIC

         The Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, 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 P, Class Q, Class T, Class   
NR, Class X-1 and Class X-2 Certificates will evidence "regular interests" in   
the Upper-Tier REMIC created hereunder. The sole Class of "residual interests"  
in the Upper-Tier REMIC created hereunder will be evidenced by the Class R      
Certificates.                                                                   

        The following table sets forth the designation, the pass-through
rate (the "Pass-Through Rate"), the aggregate initial principal amount (the     
"Original Certificate Balance") or Notional Amount (the "Original Notional      
Amount"), as applicable, and the initial ratings given each Class by the Rating 
Agencies for each Class of Certificates comprising the interests in the         
Upper-Tier REMIC created hereunder:                                             

                            Original
          Initial            Certificate
                          Pass-Through         Balance or         Ratings(1)
                                Rate           Notional Amount     (Moody's/S&P)
-------------------------  ------------       ---------------      -------------
Class A-1 Certificates           4.9800%      $    31,999,000         Aaa/AAA   
Class A-2 Certificates           5.6760%      $    49,212,000         Aaa/AAA   
Class A-3 Certificates           5.7900%      $   105,514,000         Aaa/AAA   
Class A-4 Certificates           5.7160%      $   578,679,000         Aaa/AAA   
Class A-SB Certificates          5.8570%      $    59,406,000         Aaa/AAA   
Class A-M Certificates           6.1538%(2)   $   117,830,000         Aaa/AAA   
Class A-J Certificates           6.6528%(2)   $    53,024,000         Aaa/AAA   
Class B Certificates             6.6288%(2)   $    16,202,000         Aa1/AA+   
Class C Certificates             6.6568%(3)   $    14,728,000         Aa2/AA    
Class D Certificates             6.6568%(3)   $    11,783,000         Aa3/AA-   
Class E Certificates             6.6568%(3)   $    13,256,000          A1/A+    
Class F Certificates             6.6568%(3)   $    10,310,000          A2/A     
Class G Certificates             6.6568%(3)   $    13,256,000          A3/A-    
Class H Certificates             6.6568%(3)   $    14,729,000        Baa1/BBB+  
Class J Certificates             6.6568%(3)   $    16,202,000        Baa2/BBB   
Class K Certificates             6.6568%(3)   $    13,256,000        Baa3/BBB-  
Class L Certificates             4.6030%      $     7,364,000         Ba1/BB+   
Class M Certificates             4.6030%      $     8,837,000         Ba2/BB    
Class N Certificates             4.6030%      $     4,419,000         Ba3/BB-   
Class P Certificates             4.6030%      $     5,891,000          B1/B+    
Class Q Certificates             4.6030%      $     4,419,000          B2/B     
Class T Certificates             4.6030%      $     2,946,000          B3/B-    
Class NR Certificates            4.6030%      $    25,039,244           */*     
Class R Certificates                 N/A(4)               N/A(4)        */*     
Class X-1 Certificates           0.0352%(5)   $ 1,178,301,244(6)      Aaa/AAA   
Class X-2 Certificates           0.7892%(5)   $ 1,171,766,000(6)      Aaa/AAA   

----------                                                                      

(1)   The Certificates marked with an asterisk have not been rated by the       
applicable Rating Agency.                                           

(2)   The Pass-Through Rate for any Distribution Date for the Class A-M, Class  
A-J and Class B Certificates will be a per annum rate equal to the  
Weighted Average Net Mortgage Rate for the Distribution Date minus  
0.5030%, 0.0040% and 0.0280%, respectively.                         

(3)   The Pass-Through Rate for any Distribution Date for the Class C, Class D, 
     Class E, Class F, Class G, Class H, Class J and Class K Certificates will
be the Weighted Average Net Mortgage Rate.                          

(4)   The Class R Certificates will not have a Certificate Balance or a Notional
    Amount, will not bear interest and will not be entitled to distributions
     of Yield Maintenance Charges. Any Available Distribution Amount remaining
    in the Upper-Tier Distribution Account, after all required distributions
    under this Agreement have been made to each other Class of Certificates,
will be distributed to the Holders of the Class R Certificates.     

(5)   The Pass-Through Rate for the Class X-1 and Class X-2 Certificates will be
calculated in accordance with the related definitions of "Class X-1 
Pass-Through Rate" and "Class X-2 Pass-Through Rate", as applicable.

(6)   The Class X-1 and Class X-2 Certificates will not have a Certificate      
    Balance; rather, each such Class of Certificates will accrue interest as
  provided herein on the related Class X-1 Notional Amount and Class X-2
Notional Amount, as applicable.                                     

           As of the close of business on the Cut-off Date, the Mortgage Loans
had an aggregate principal balance, after application of all payments of        
principal due on or before such date, whether or not received, equal to         
$1,178,301,244.                                                                 

            The Block at Orange Pari Passu Companion Loan, The Gurnee Mills Pari
Passu Companion Loans, the Molasky Corporate Center Pari Passu Companion Loan,  
the PCTC Medical Building Subordinate Companion Loan, the Tres Puentes IV, V, VI
Subordinate Companion Loan and the Westin Portfolio Pari Passu Companion Loan   
(collectively, the "Companion Loans") are not part of the Trust Fund, but are   
secured by the same Mortgage that secures the related Mortgage Loan that is part
of the Trust Fund. As and to the extent provided herein, the Companion Loans    
(other than any Non-Serviced Companion Loan) will be serviced and administered  
in accordance with this Agreement. Amounts attributable to the Companion Loans  
will not be assets of the Trust Fund, and (except to the extent that such       
amounts are payable or reimbursable to any party to this Agreement) will be     
owned by the related Companion Holders.                                         

      The Block at Orange Whole Loan consists of the Block at Orange
Mortgage Loan and the Block at Orange Pari Passu Companion Loan. The Block at   
Orange Mortgage Loan and the Block at Orange Pari Passu Companion Loan are pari 
passu with each other. The Block at Orange Mortgage Loan is part of the Trust   
Fund. The Block at Orange Pari Passu Companion Loan is not part of the Trust    
Fund. The Block at Orange Mortgage Loan and the Block at Orange Mall Pari Passu 
Companion Loan will be serviced and administered in accordance with this        
Agreement and the Block at Orange Intercreditor Agreement.                      

         The Gurnee Mills Whole Loan consists of the Gurnee Mills Mortgage
Loan and the Gurnee Mills Pari Passu Companion Loans. The Gurnee Mills Mortgage 
Loan and the Gurnee Mills Pari Passu Companion Loans are pari passu with each   
other. The Gurnee Mills Mortgage Loan is part of the Trust Fund. The Gurnee     
Mills Pari Passu Companion Loans are not part of the Trust Fund. The Gurnee     
Mills Mortgage Loan and the Gurnee Mills Mall Pari Passu Companion Loans will be
serviced and administered in accordance with the 2007-CIBC20 Pooling Agreement  
and the Gurnee Mills Intercreditor Agreement.                                   

       The Molasky Corporate Center Whole Loan consists of the Molasky
Corporate Center Mortgage Loan and the Molasky Corporate Center Pari Passu      
Companion Loan. The Molasky Corporate Center Mortgage Loan consists of two      
notes, portions of which are pari passu with the Molasky Corporate Center Pari  
Passu Companion Loan and portions of which are subordinate to the Molasky       
Corporate Center Pari Passu Companion Loan, to the extent set forth in the      
Molasky Corporate Center Intercreditor Agreement. The Molasky Corporate Center  
Mortgage Loan is part of the Trust Fund. The Molasky Corporate Center Pari Passu
Companion Loan is not part of the Trust Fund. The Molasky Corporate Center      
Mortgage Loan and the Molasky Corporate Center Pari Passu Companion Loan will be
serviced and administered in accordance with this Agreement and the Molasky     
Corporate Center Intercreditor Agreement.                                       

         The PCTC Medical Building Whole Loan consists of the PCTC Medical
Building Mortgage Loan and the PCTC Medical Building Subordinate Companion Loan.
The PCTC Medical Building Subordinate Companion Loan is subordinate to the PCTC 
Medical Building Mortgage Loan. The PCTC Medical Building Mortgage Loan is part 
of the Trust Fund. The PCTC Medical Building Subordinate Companion Loan is not  
part of the Trust Fund. The PCTC Medical Building Mortgage Loan and the PCTC    
Medical Building Subordinate Companion Loan will be serviced and administered in
accordance with this Agreement and the PCTC Medical Building Intercreditor      
Agreement.                                                                      

          The Tres Puentes IV, V, VI Whole Loan consists of the Tres Puentes
IV, V, VI Mortgage Loan and the Tres Puentes IV, V, VI Subordinate Companion    
Loan. The Tres Puentes IV, V, VI Subordinate Companion Loan is subordinate to   
the Tres Puentes IV, V, VI Mortgage Loan. The Tres Puentes IV, V, VI Mortgage   
Loan is part of the Trust Fund. The Tres Puentes IV, V, VI Subordinate Companion
Loan is not part of the Trust Fund. The Tres Puentes IV, V, VI Mortgage Loan and
the Tres Puentes IV, V, VI Subordinate Companion Loan will be serviced and      
administered in accordance with this Agreement and the Tres Puentes IV, V, VI   
Intercreditor Agreement.                                                        

        The Westin Portfolio Whole Loan consists of the Westin Portfolio
Mortgage Loan and the Westin Portfolio Pari Passu Companion Loan. The Westin    
Portfolio Mortgage Loan and the Westin Portfolio Pari Passu Companion Loan are  
pari passu with each other. The Westin Portfolio Mortgage Loan is part of the   
Trust Fund. The Westin Portfolio Pari Passu Companion Loan is not part of the   
Trust Fund. The Westin Portfolio Mortgage Loan and the Westin Portfolio Mall    
Pari Passu Companion Loan will be serviced and administered in accordance with  
this Agreement and the Westin Portfolio Intercreditor Agreement.                

       In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:                                                

 ARTICLE I

 DEFINITIONS

    Section 1.01 Defined Terms. Whenever used in this Agreement,
including in the Preliminary Statement, the following capitalized terms, unless 
the context otherwise requires, shall have the meanings specified in this       
Article.                                                                        

"10-K Filing Deadline": As defined in Section 11.05.    

            "30/360 Mortgage Loans": The Mortgage Loans indicated as such in the
Mortgage Loan Schedule.                                                         

  "2007-CIBC20 Pooling Agreement": the pooling and servicing
agreement, dated as of September 28, 2007, among the Depositor, as depositor,   
Midland Loan Services, Inc., as master servicer, Centerline Servicing Inc., as  
special servicer, and Wells Fargo Bank, N.A., as trustee, as from time to time  
amended, supplemented or modified relating to the issuance of the J.P. Morgan   
Chase Commercial Mortgage Securities Trust 2007-CIBC20, Commercial Mortgage     
Pass-Through Certificates, Series 2007-CIBC20, or any successor pooling and     
servicing agreement entered into pursuant to the Gurnee Mills Intercreditor     
Agreement.                                                                      

            "AB Mortgage Loan": A Mortgage Loan that is part of a Serviced Whole
Loan, which consists of such Mortgage Loan and any Serviced Subordinate         
Companion Loans. The PCTC Medical Building Whole Loan and the Tres Puentes IV,  
V, VI Whole Loan are the only AB Mortgage Loans in the Trust Fund               

            "Acceptable Insurance Default": With respect to any Mortgage Loan or
Serviced Whole Loan (other than a Non-Serviced Mortgage Loan or a Mortgage Loan 
or Serviced Whole Loan that expressly requires the Mortgagor to maintain        
insurance coverage for acts of terrorism (or that expressly requires the        
Mortgagor to maintain insurance coverage for acts of terrorism but limits the   
amount that must be spent by the Mortgagor for the related premium)), a default 
under the related Mortgage Loan documents arising by reason of (i) any failure  
on the part of the related Mortgagor to maintain with respect to the related    
Mortgaged Property specific insurance coverage with respect to, or an all-risk  
casualty insurance policy that does not specifically exclude, terrorist or      
similar acts, and/or (ii) any failure on the part of the related Mortgagor to   
maintain with respect to the related Mortgaged Property insurance coverage with 
respect to damages or casualties caused by terrorist or similar acts upon terms 
not materially less favorable than those in place as of the Closing Date, in    
each case as to which default the Master Servicer and the Special Servicer may  
forbear taking any enforcement action, provided that the Special Servicer has   
determined, in its reasonable judgment, based on inquiry consistent with the    
Servicing Standards and with the consent of the Directing Certificateholder (or,
with respect to a Serviced Whole Loan, the applicable Serviced Whole Loan       
Controlling Holder), that either (a) such insurance is not available at         
commercially reasonable rates and that 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, or (b) such insurance is not available at any rate; provided, however, 
the Directing Certificateholder (or, with respect to a Serviced Whole Loan, the 
applicable Serviced Whole Loan Controlling Holder) will not have more than 30   
days to respond to the Special Servicer's request for consent thereto, or to    
object after notice thereof; provided, further, that upon the Special Servicer's
determination, consistent with the Servicing Standards, that exigent            
circumstances do not allow the Special Servicer to obtain the consent of the    
Directing Certificateholder (or, with respect to a Serviced Whole Loan, subject 
to the consent of the applicable Serviced Whole Loan Controlling Holder), the   
Special Servicer will not be required to do so. Each of the Master Servicer (at 
its own expense) and the Special Servicer (at the expense of the Trust Fund)    
shall be entitled to rely on insurance consultants in making the determinations 
described above.                                                                

         "Accrued Certificate Interest": With respect to each Distribution
Date and each Class of Regular Certificates, an amount equal to interest for the
related Interest Accrual Period at the Pass-Through Rate of such Class of       
Certificates for such Distribution Date, accrued on the related Certificate     
Balance (or with respect to the Class X-1 and Class X-2 Certificates, the       
Notional Amount of such Class) outstanding immediately prior to such            
Distribution Date (provided that for interest accrual purposes any distributions
in reduction of Certificate Balance or Notional Amount or reductions in         
Certificate Balance or Notional Amount as a result of allocations of Collateral 
Support Deficit on the Distribution Date occurring in an Interest Accrual Period
shall be deemed to have been made on the first day of such Interest Accrual     
Period). Accrued Certificate Interest shall be calculated on the basis of a     
360-day year consisting of twelve 30-day months.                                

"Accrued Interest From Recoveries": With respect to each
Distribution Date and any Class of Certificates (other than the Class X         
Certificates and the Residual Certificates) that had an increase to its         
Certificate Balance as a result of a recovery of Nonrecoverable Advances, an    
amount equal to interest at the Pass-Through Rate applicable to that Class on   
the amount of such increase to its Certificate Balance accrued from the         
Distribution Date on which Collateral Support Deficit was allocated to such     
Class as a result of the reimbursement of Nonrecoverable Advances from the Trust
to, but not including, the Distribution Date on which the Certificate Balance   
was so increased.                                                               

            "Act": The Securities Act of 1933, as it may be amended from time to
time.                                                                           

            "Actual/360 Mortgage Loans": The Mortgage Loans indicated as such in
the Mortgage Loan Schedule.                                                     

           "Additional Debt": With respect to any Mortgage Loan, any debt owed
by the related Mortgagor to a party other than the lender under such Mortgage   
Loan as of the Closing Date as set forth on Schedule 1 hereto, as increased or  
decreased from time to time pursuant to the terms of the related subordinate or 
pari passu loan documents (including any Intercreditor Agreement or             
subordination agreement).                                                       

            "Additional Disclosure Notification": 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       
Exhibit BB.                                                                     

            "Additional Exclusions": Exclusions in addition to those customarily
found in the insurance policies for mortgaged properties similar to the         
Mortgaged Properties on September 11, 2001.                                     

       "Additional Form 10-D Disclosure": As defined in Section 11.04.

       "Additional Form 10-K Disclosure": As defined in Section 11.05.

         "Additional Servicer": Each Affiliate of the Master Servicer, the
Special Servicer or either Mortgage Loan Seller that services any of the        
Mortgage Loans and each Person who is not an Affiliate of the Master Servicer,  
other than the Special Servicer, who services 10% or more of the Mortgage Loans.

           "Administrative Cost Rate": With respect to each Mortgage Loan, the
sum of the Servicing Fee Rate and the Trustee Fee Rate, in each case computed on
the basis of the Stated Principal Balance of the related Mortgage Loan and in   
the same manner as interest is calculated on such Mortgage Loan.                

"Advance": Any P&I Advance or Servicing Advance.        

"Adverse REMIC Event": As defined in Section 10.01(f).  

           "Affiliate": 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.                        

"Agent": As defined in Section 5.02(c)(i)(A).           

            "Agreement": This Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.                                                  

  "Applicable Procedures": As defined in Section 5.02(b)(i).

      "Applicable State and Local Tax Law": For purposes hereof, the
Applicable State and Local Tax Law shall be (a) the tax laws of the State of New
York; and (b) such other state or local tax laws whose applicability shall have 
been brought to the attention of the Trustee and the Paying Agent by either (i) 
an Opinion of Counsel delivered to it, or (ii) written notice from the          
appropriate taxing authority as to the applicability of such state or local tax 
laws.                                                                           

          "Appraisal": An appraisal prepared by an Independent MAI appraiser
with at least five years experience in properties of like kind and in the same  
area, prepared in accordance with 12 C.F.R. 225.64, or, in connection with an   
Appraisal Reduction, a valuation meeting the requirements of clause (b)(i)(A)(2)
in the definition of Appraisal Reduction.                                       

    "Appraisal Reduction": For any Distribution Date and for any
Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any Serviced Whole  
Loan as to which an Appraisal Reduction Event has occurred, will be an amount,  
calculated by the Special Servicer, based upon the value determined by the      
Special Servicer (in consultation with the Directing Certificateholder), as of  
the first Determination Date that is at least 10 Business Days following the    
date on which the Special Servicer receives an Appraisal or conducts a valuation
described below, equal to the excess of (a) the Stated Principal Balance of such
Mortgage Loan and any related Companion Loan or the Stated Principal Balance of 
the applicable Serviced Whole Loan, as the case may be, over (b) the excess of  
(i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property 
as determined (1) by one or more Appraisals with respect to any Mortgage Loan   
(together with any other Mortgage Loan cross-collateralized with such Mortgage  
Loan) (or any Serviced Whole Loan) with an outstanding principal balance equal  
to or in excess of $2,000,000 (the costs of which shall be paid by the Master   
Servicer as an Advance) or (2) by an internal valuation performed by the Special
Servicer with respect to any Mortgage Loan (together with any other Mortgage    
Loan cross-collateralized with such Mortgage Loan) (or any Serviced Whole Loan) 
with an outstanding principal balance less than $2,000,000, minus, with respect 
to any Appraisals, such downward adjustments as the Special Servicer may make   
(without implying any obligation to do so) based upon its review of the         
Appraisal and any other information it deems relevant and (B) all escrows,      
letters of credit and reserves in respect of such Mortgage Loan (or a Serviced  
Whole Loan) as of the date of calculation over (ii) the sum of, as of the Due   
Date occurring in the month of the date of determination, (A) to the extent not 
previously advanced by the Master Servicer or the Trustee, all unpaid interest  
due on such Mortgage Loan (or a Serviced Whole Loan) at a per annum rate equal  
to its Mortgage Rate (and any accrued and unpaid interest on any related        
Companion Loan), (B) all unreimbursed Advances and any Advances that were not   
reimbursed out of collections on such Mortgage Loan or the related Companion    
Loan (or a Serviced Whole Loan) and interest thereon at the Reimbursement Rate  
in respect of such Mortgage Loan or Companion Loan (or a Serviced Whole Loan)   
and (C) all currently due and unpaid real estate taxes, assessments, insurance  
premiums, ground rents, unpaid Special Servicing Fees and all other amounts due 
and unpaid with respect to such Mortgage Loan or Companion Loan (or Serviced    
Whole Loan) (which taxes, premiums, ground rents and other amounts have not been
the subject of an Advance by the Master Servicer or the Trustee, as applicable);
provided, however, without limiting the Special Servicer's obligation to order  
and obtain such Appraisal or perform such valuation, if the Special Servicer has
not obtained the Appraisal or performed such valuation, as applicable, referred 
to above within 60 days of the Appraisal Reduction Event (or with respect to the
Appraisal Reduction Events set forth in clauses (i) and (vi) of the definition  
of Appraisal Reduction Event, within 120 days (in the case of clause (i)) or 90 
days or 120 days, as applicable (in case of clause (vi)) after the initial      
delinquency for the related Appraisal Reduction Event), the amount of the       
Appraisal Reduction shall be deemed to be an amount equal to 25% of the current 
Stated Principal Balance of the related Mortgage Loan (or the Serviced Whole    
Loan) until such time as such appraisal or valuation referred to above is       
received and the Appraisal Reduction is calculated. Within 60 days after the    
Appraisal Reduction Event, the Special Servicer shall order and receive an      
Appraisal (the cost of which shall be paid by the Master Servicer as a Servicing
Advance); provided, however, that with respect to an Appraisal Reduction Event  
as set forth in clause (i) of the definition of Appraisal Reduction Event, the  
Special Servicer shall order and receive such Appraisal within the 120-day      
period set forth in such clause (i), which Appraisal shall be delivered by the  
Special Servicer to the Master Servicer, the Directing Certificateholder, the   
Paying Agent and the Trustee.                                                   

     With respect to each Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and with respect to a Serviced Whole Loan as to which an         
Appraisal Reduction has occurred (unless such Mortgage Loan or Serviced Whole   
Loan has become a Corrected Mortgage Loan (for such purposes taking into account
any amendment or modification of such Mortgage Loan, any related Companion Loan 
or any Serviced Whole Loan)), the Special Servicer shall, within thirty (30)    
days of each anniversary of the related Appraisal Reduction Event, order an     
Appraisal (which may be an update of a prior Appraisal), the cost of which shall
be paid by the Master Servicer as a Servicing Advance and to the extent it would
be a Nonrecoverable Advance, a Trust expense, or conduct an internal valuation, 
as applicable and, promptly following receipt of any such Appraisal or          
performance of such valuation, shall deliver a copy thereof to the Master       
Servicer, the Directing Certificateholder, the Paying Agent and the Trustee.    
Based upon such Appraisal or internal valuation, the Special Servicer shall     
redetermine and report to the Directing Certificateholder, the Master Servicer, 
the Paying Agent and the Trustee the amount and calculation of the Appraisal    
Reduction with respect to such Mortgage Loan and Companion Loan or such Serviced
Whole Loan, as applicable, and such redetermined Appraisal Reduction shall      
replace the prior Appraisal Reduction with respect to such Mortgage Loan and    
Companion Loan or the Serviced Whole Loan, as applicable. The Directing         
Certificateholder shall have ten (10) Business Days to review each calculation  
of an Appraisal Reduction; provided, however, that if the Directing             
Certificateholder fails to approve or disapprove any calculation of the         
Appraisal Reduction within ten (10) Business Days of receipt of the Appraisal   
Reduction, such consent shall be deemed given. Notwithstanding the foregoing,   
the Special Servicer will not be required to obtain an Appraisal or conduct an  
internal valuation, as applicable, with respect to a Mortgage Loan, any related 
Companion Loan or any Serviced Whole Loan as to which an Appraisal Reduction    
Event has occurred to the extent the Special Servicer has obtained an Appraisal 
or conducted such a valuation (in accordance with requirements of this          
Agreement), as applicable, with respect to the related Mortgaged Property within
the twelve-month period immediately prior to the occurrence of such Appraisal   
Reduction Event. Instead, the Special Servicer may use such prior Appraisal or  
valuation, as applicable, in calculating any Appraisal Reduction with respect to
such Mortgage Loan, any related Companion Loan or any Serviced Whole Loan;      
provided that the Special Servicer is not aware of any material change to the   
related Mortgaged Property having occurred and affecting the validity of such   
Appraisal or valuation, as applicable.                                          

       Any Appraisal Reduction in respect of a Non-Serviced Whole Loan
shall be calculated by the applicable Non-Serviced Master Servicer in accordance
with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement.
Any Mortgage Loan, any related Companion Loan and any Serviced Whole Loan, as   
applicable, previously subject to an Appraisal Reduction, which Mortgage Loan,  
any related Companion Loan and any Serviced Whole Loan, as applicable, has      
become a Corrected Mortgage Loan (for such purposes taking into account any     
amendment or modification of such Mortgage Loan, any related Companion Loan and 
any Serviced Whole Loan, as applicable), and with respect to which no other     
Appraisal Reduction Event has occurred and is continuing, will no longer be     
subject to an Appraisal Reduction. Any Appraisal Reduction for a Serviced Whole 
Loan shall be allocated in accordance with the related Intercreditor Agreement, 
first, to the related Serviced Subordinate Companion Loan, if applicable, and,  
second, to the related Serviced Mortgage Loan and each Serviced Pari Passu      
Companion Loan, pro rata, according to their respective Stated Principal        
Balances. Any Appraisal Reduction for the Molasky Corporate Center Whole Loan,  
prior to the uncrossing of the Molasky Corporate Center Pari Passu Companion    
Loan from the Molasky Corporate Center Mortgage Loan, shall be allocated first  
to the "Junior Tranches" (as defined in the Molasky Corporate Center            
Intercreditor Agreement), pro rata, according to their respective principal     
balances and then to the "Senior Tranches" (as defined in the Molasky Corporate 
Center Intercreditor Agreement) and the Molasky Corporate Center Pari Passu     
Companion Loan, pro rata, according to their respective principal balances.     

      Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction related to a Mortgage Loan or the related REO Property will 
be reduced to zero as of the date on which such Mortgage Loan is paid in full,  
liquidated, repurchased or otherwise removed from the Trust Fund.               

      "Appraisal Reduction Event": With respect to any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Companion Loan, the earliest of (i)
120 days after an uncured delinquency (without regard to the application of any 
grace period) occurs in respect of such Mortgage Loan or Companion Loan, as     
applicable, (ii) the date on which a reduction in the amount of Monthly Payments
on such Mortgage Loan or Companion Loan, as applicable, or a change in any other
material economic term of such Mortgage Loan or Companion Loan, as applicable   
(other than an extension of the Maturity Date), becomes effective as a result of
a modification of such Mortgage Loan or Companion Loan, as applicable, by the   
Special Servicer, (iii) the date on which a receiver has been appointed, (iv) 60
days after a Mortgagor declares bankruptcy, (v) 60 days after the date on which 
an involuntary petition of bankruptcy is filed with respect to a Mortgagor if   
not dismissed within such time, (vi) 90 days after an uncured delinquency occurs
in respect of a Balloon Payment with respect to such Mortgage Loan or Companion 
Loan, as applicable, except where a refinancing is anticipated within 120 days  
after the Maturity Date of the Mortgage Loan or Companion Loan, as applicable,  
in which case 120 days after such uncured delinquency, and (vii) immediately    
after such Mortgage Loan or Companion Loan, as applicable, becomes an REO Loan; 
provided, however, that an Appraisal Reduction Event shall not occur at any time
when the aggregate Certificate Balances of all Classes of Certificates (other   
than the Class A Certificates) have been reduced to zero. The Special Servicer  
shall notify the Master Servicer, or the Master Servicer shall notify the       
Special Servicer, as applicable, promptly upon such Person having notice or     
knowledge of the occurrence of any of the foregoing events.                     

        "Appraised Value": With respect to any Mortgaged Property (other
than a Non-Serviced Mortgaged Property), the appraised value thereof as         
determined by an Appraisal of the Mortgaged Property securing the related       
Mortgage Loan or Serviced Whole Loan, as applicable, and with respect to a      
Non-Serviced Mortgaged Property, the appraised value allocable thereto, as      
determined pursuant to the Non-Serviced Pooling Agreement.                      

"Asset Status Report": As defined in Section 3.21(d).   

"Assignment": As defined in Section 2.01(c).            

           "Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar instrument executed by the   
Mortgagor, assigning to the mortgagee all of the income, rents and profits      
derived from the ownership, operation, leasing or disposition of all or a       
portion of such Mortgaged Property, in the form which was duly executed,        
acknowledged and delivered, as amended, modified, renewed or extended through   
the date hereof and from time to time hereafter.                                

           "Assumed Scheduled Payment": For any Due Period and with respect to
any Mortgage Loan that is delinquent in respect of its Balloon Payment          
(including any REO Loan as to which the Balloon Payment would have been past    
due), an amount equal to the sum of (a) the principal portion of the Monthly    
Payment that would have been due on such Mortgage Loan on the related Due Date  
based on the constant payment required by the related Mortgage Note or the      
original amortization schedule thereof (as calculated with interest at the      
related Mortgage Rate), if applicable, assuming such Balloon Payment has not    
become due, after giving effect to any reduction in the principal balance       
thereof occurring in connection with a modification of such Mortgage Loan in    
connection with a default or bankruptcy or similar proceedings, and (b) interest
on the Stated Principal Balance of such Mortgage Loan at the applicable Mortgage
Rate (net of interest at the Servicing Fee Rate).                               

            "Authenticating Agent": The Paying Agent or any agent of the Trustee
appointed to act as Authenticating Agent pursuant to Section 5.01.              

         "Available Distribution Amount": With respect to any Distribution
Date, an amount equal to the sum of (without duplication):                      

           (a) the aggregate amount relating to the Mortgage Loans (and in the
    case of a Non-Serviced Mortgage Loan, only to the extent received by the
     Trust pursuant to the Non-Serviced Intercreditor Agreement) on deposit in
the Certificate Account (exclusive of any Net Investment Earnings   
      contained therein and exclusive of any amount on deposit in or credited to
      any portion of the Certificate Account that is held for the benefit of the
      Companion Holders) and the Lower-Tier Distribution Account as of the close
of business on the related P&I Advance Date, exclusive of (without  
duplication):                                                       

                (i) all Monthly Payments paid by the Mortgagors that are due
            on a Due Date following the end of the related Due Period, excluding
         interest related to payments prior to, but due after, the Cut-off
Date;                                                   

                 (ii) all unscheduled Principal Prepayments (together with any
          related payments of interest allocable to the period following the
    related Due Date for the related Mortgage Loan), Liquidation
      Proceeds or Insurance and Condemnation Proceeds, in each case,
       received subsequent to the related Determination Date (or, with
         respect to voluntary Principal Prepayments for each Mortgage Loan
           with a Due Date occurring after the related Determination Date, the
related Due Date);                                      

                (iii) all amounts payable or reimbursable to any Person from
        the Certificate Account pursuant to clauses (ii) through (xvii),
 inclusive, and clauses (xix) and (xx) of Section 3.05(a);

               (iv) all amounts payable or reimbursable to any Person from
            the Lower-Tier Distribution Account pursuant to clauses (ii) through
(vii), inclusive, of Section 3.05(b);                   

(v) [Reserved];                             

(vi) all Yield Maintenance Charges;         

               (vii) all amounts deposited in the Certificate Account, the
         Lower-Tier Distribution Account and, without duplication, the REO
Account in error; and                                   

             (viii) with respect to the Interest Reserve Loans and any
            Distribution Date relating to each Interest Accrual Period ending in
            (1) each January or (2) any December in a year immediately preceding
         a year which is not a leap year (in each case, unless the related
          Distribution Date is the final Distribution Date), an amount equal
      to one day of interest on the Stated Principal Balance of such
            Mortgage Loan as of the Due Date in the month preceding the month in
           which such Distribution Date occurs at the related Mortgage Rate to
the extent such amounts are Withheld Amounts;           

           (b) if and to the extent not already included in clause (a) hereof,
    the aggregate amount transferred from the REO Account to the Certificate
Account for such Distribution Date pursuant to Section 3.16(c);     

       (c) the aggregate amount of any P&I Advances made by the Master
Servicer or the Trustee, as applicable, for such Distribution Date  
 pursuant to Section 4.03 or 7.05 (net of the related Trustee Fee with
respect to the Mortgage Loans for which such P&I Advances are made);

         (d) for the Distribution Date occurring in March (or February, if
the related Distribution Date is the final Distribution Date), the  
     Withheld Amounts remitted to the Lower-Tier Distribution Account pursuant
to Section 3.25(b); and                                             

         (e) with respect to the first Distribution Date, the Closing Date
      Deposit Amount deposited into the Distribution Account pursuant to Section
2.01(g).                                                            

Notwithstanding the investment of funds held in the Certificate Account pursuant
to Section 3.06, for purposes of calculating the Available Distribution Amount, 
the amounts so invested shall be deemed to remain on deposit in such account.   

            "Balloon Mortgage Loan": Any Mortgage Loan or Companion Loan that by
its original terms or by virtue of any modification entered into as of the      
Closing Date provides for an amortization schedule extending beyond its Maturity
Date.                                                                           

          "Balloon Payment": With respect to any Balloon Mortgage Loan as of
any date of determination, the Monthly Payment payable on the Maturity Date of  
such Mortgage Loan.                                                             

            "Bankruptcy Code": The federal Bankruptcy Code, as amended from time
to time (Title 11 of the United States Code).                                   

          "Base Interest Fraction": With respect to any Principal Prepayment
on any Mortgage Loan and with respect to any Class A-1, Class A-2, Class A-3,   
Class A-4, Class A-SB, Class A-M, Class A-J, Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J and Class K Certificate, a fraction (a) whose
numerator is the greater of (x) zero and (y) the amount by which (i) the        
Pass-Through Rate on such Class of Certificates exceeds (ii) the discount rate  
used in accordance with the related Mortgage Loan documents in calculating the  
Yield Maintenance Charge with respect to such Principal Prepayment and (b) whose
denominator is the amount by which (i) the Mortgage Rate on such Mortgage Loan  
exceeds (ii) the discount rate used in accordance with the related Mortgage Loan
documents in calculating the Yield Maintenance Charge with respect to such      
Principal Prepayment. However, under no circumstances shall the Base Interest   
Fraction be greater than one. If such discount rate is greater than the Mortgage
Rate on such Mortgage Loan, then the Base Interest Fraction will equal zero. The
Master Servicer shall provide to the Paying Agent the discount rate references  
above for purposes of calculating the Base Interest Fraction.                   

      "Bid Allocation": With respect to the Master Servicer and each
Sub-Servicer therefor and the proceeds of any bid pursuant to Section 7.01(c),  
the amount of such proceeds (net of any expenses incurred in connection with    
such bid and the transfer of servicing), multiplied by a fraction equal to (a)  
the Servicing Fee Amount for the Master Servicer or such Sub-Servicer therefor, 
as the case may be, as of such date of determination, over (b) the aggregate of 
the Servicing Fee Amounts for the Master Servicer and all Sub-Servicers therefor
as of such date of determination.                                               

        "Block at Orange Companion Note": The Block at Orange Pari Passu
Companion Loan.                                                                 

      "Block at Orange Controlling Holder": Initially, the Directing
Certificateholder and otherwise the Holder of Note A-1 as set forth in the      
related Intercreditor Agreement.                                                

"Block at Orange Intercreditor Agreement": That certain 
Intercreditor Agreement among the noteholders, dated as of December 20, 2007, by
and among the holder of the Block at Orange Pari Passu Companion Loan and the   
holder of the Block at Orange Mortgage Loan, relating to the relative rights of 
such holders of the Block at Orange Whole Loan, as the same may be further      
amended in accordance with the terms thereof.                                   

            "Block at Orange Mortgage Loan": With respect to the Block at Orange
Whole Loan, the Mortgage Loan that is included in the Trust (identified as      
Mortgage Loan No. 2 on the Mortgage Loan Schedule), which is designated as      
promissory note A-1, and is pari passu in right of payment with the Block at    
Orange Pari Passu Companion Loan to the extent set forth in the Block at Orange 
Intercreditor Agreement.                                                        

          "Block at Orange Mortgaged Property": The Mortgaged Property which
secures the Block at Orange Whole Loan.                                         

          "Block at Orange Notes": The Block at Orange Mortgage Loan and the
Block at Orange Pari Passu Companion Loan.                                      

        "Block at Orange Pari Passu Companion Loan": With respect to the
Block at Orange Whole Loan, the related promissory note made by the related     
mortgagor and secured by the mortgage on the Block at Orange Mortgaged Property 
and designated as promissory note A-2, which is not included in the Trust and   
which is pari passu in right of payment to the Block at Orange Mortgage Loan to 
the extent set forth in the related Mortgage Loan documents and as provided in  
the Block at Orange Intercreditor Agreement.                                    

        "Block at Orange Whole Loan": The Block at Orange Mortgage Loan,
together with the Block at Orange Pari Passu Companion Loan, each of which is   
secured by the same Mortgage on the Block at Orange Mortgaged Property.         
References herein to the Block at Orange Whole Loan shall be construed to refer 
to the aggregate indebtedness under the Block at Orange Mortgage Loan and the   
Block at Orange Pari Passu Companion Loan.                                      

           "Book-Entry Certificate": Any Certificate registered in the name of
the Depository or its nominee.                                                  

"Breach": As defined in Section 2.03(b).                

           "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York, Pittsburgh, Pennsylvania,     
Horsham, Pennsylvania, Minneapolis, Minnesota, Columbia, Maryland or the city   
and state in which the Corporate Trust Office of the Trustee, or the principal  
place of business or principal commercial mortgage loan servicing office of the 
Master Servicer, the Paying Agent or the Special Servicer is located, are       
authorized or obligated by law or executive order to remain closed.             

       "Capmark Servicing Standard": As defined in Section 3.01(a)(i).

            "CERCLA": The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.                                              

     "Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 2007-C1, as executed and delivered by the     
Certificate Registrar and authenticated and delivered hereunder by the          
Authenticating Agent.                                                           

         "Certificate Account": A segregated custodial account or accounts
created and maintained by the Master Servicer pursuant to Section 3.04(a) on    
behalf of the Trustee in trust for the Certificateholders, which shall be       
entitled "Capmark Finance Inc., as Master Servicer, on behalf of Wells Fargo    
Bank, N.A., as Trustee, in trust for the registered holders of J.P. Morgan Chase
Commercial Mortgage Securities Trust 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1, Certificate Account." Any such account or accounts
shall be an Eligible Account. Subject to the related Intercreditor Agreement and
taking into account that each Companion Loan is subordinate or pari passu, as   
applicable, to the related Serviced Mortgage Loan and, if applicable, Serviced  
Pari Passu Companion Loan to the extent set forth in the related Intercreditor  
Agreement, the subaccount described in the second paragraph of Section 3.04(b)  
that is part of the Certificate Account shall be for the benefit of the related 
Companion Holder, to the extent funds on deposit in such subaccount are         
attributed to such Companion Loan and shall not be an asset of the Trust Fund or
the Upper-Tier REMIC or Lower-Tier REMIC formed hereunder.                      

        "Certificate Balance": With respect to any Class of Certificates
(other than the Residual Certificates and the Class X Certificates), (i) on or  
prior to the first Distribution Date, an amount equal to the Original           
Certificate Balance of such Class as specified in the Preliminary Statement     
hereto, and (ii) as of any date of determination after the first Distribution   
Date, the Certificate Balance of such Class of Certificates on the Distribution 
Date immediately prior to such date of determination (determined as adjusted    
pursuant to Section 1.02(iii)).                                                 

       "Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates (other than the Class X and Class R        
Certificates), the amount of Mortgage Deferred Interest allocated to such Class 
of Certificates pursuant to Section 4.06(a).                                    

           "Certificate Factor": With respect to any Class of Certificates, as
of any date of determination, a fraction, expressed as a decimal carried to at  
least eight (8) places, the numerator of which is the then related Certificate  
Balance, and the denominator of which is the related Original Certificate       
Balance.                                                                        

          "Certificate Owner": With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Depository or on the books of a Depository Participant or on the books of
an indirect participating brokerage firm for which a Depository Participant acts
as agent.                                                                       

          "Certificate Ownership Certification": As defined in Section 5.06.

        "Certificate Register" and "Certificate Registrar": The register
maintained and registrar appointed pursuant to Section 5.02.                    

   "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register; provided, however, that  
solely for the purposes of giving any consent, approval or waiver pursuant to   
this Agreement, any Certificate registered in the name of the Master Servicer,  
the Special Servicer, the Trustee, the Paying Agent, the Depositor, or any      
Mortgage Loan Seller or any Affiliate thereof shall be deemed not to be         
outstanding, and the Voting Rights to which it is entitled shall not be taken   
into account in determining whether the requisite percentage of Voting Rights   
necessary to effect any such consent, approval or waiver has been obtained, if  
such consent, approval or waiver sought from such party would in any way        
increase its compensation or limit its obligations as Master Servicer, Special  
Servicer, Depositor or Trustee, as applicable, hereunder; provided, however, so 
long as there is no Event of Default with respect to the Master Servicer or the 
Special Servicer, the Master Servicer and the Special Servicer or such Affiliate
of either shall be entitled to exercise such Voting Rights with respect to any  
issue which could reasonably be believed to adversely affect such party's       
compensation or increase its obligations or liabilities hereunder; and provided,
further, however, that such restrictions shall not apply to the exercise of the 
Special Servicer's rights (or the Master Servicer's or any Mortgage Loan        
Seller's rights, if any) or any of their Affiliates as a member of the          
Controlling Class. The Trustee and the Paying Agent shall each be entitled to   
request and rely upon a certificate of the Master Servicer, the Special Servicer
or the Depositor in determining whether a Certificate is registered in the name 
of an Affiliate of such Person. All references herein to "Holders" or           
"Certificateholders" shall reflect the rights of Certificate Owners as they may 
indirectly exercise such rights through the Depository and the Depository       
Participants, except as otherwise specified herein; provided, however, that the 
parties hereto shall be required to recognize as a "Holder" or                  
Certificateholder" only the Person in whose name a Certificate is registered in 
the Certificate Register.                                                       

"Certification Parties": As defined in Section 11.06.   

"Certifying Person": As defined in Section 11.06.       

"Certifying Servicer": As defined in Section 11.09.     

   "Class": With respect to any Certificates or Uncertificated
Lower-Tier Interests, all of the Certificates bearing the same alphabetical     
(and, if applicable, numerical) Class designation and each designated           
Uncertificated Lower-Tier Interest.                                             

         "Class A Certificate": Any Class A-1, Class A-2, Class A-3, Class
A-4 and Class A-SB Certificate.                                                 

           "Class A-1 Certificate": A Certificate designated as "Class A-1" on
the face thereof, in the form of Exhibit A-1 hereto, and evidencing a "regular  
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

       "Class A-1 Pass-Through Rate": With respect to any Distribution
Date, a fixed per annum rate equal to 4.9800%.                                  

           "Class A-2 Certificate": A Certificate designated as "Class A-2" on
the face thereof, in the form of Exhibit A-2 hereto, and evidencing a "regular  
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

       "Class A-2 Pass-Through Rate": With respect to any Distribution
Date, a fixed per annum rate equal to 5.6760%.                                  

           "Class A-3 Certificate": A Certificate designated as "Class A-3" on
the face thereof, in the form of Exhibit A-3 hereto, and evidencing a "regular  
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

       "Class A-3 Pass-Through Rate": With respect to any Distribution
Date, a fixed per annum rate equal to 5.7900%.                                  

           "Class A-4 Certificate": A Certificate designated as "Class A-4" on
the face thereof, in the form of Exhibit A-4 hereto, and evidencing a "regular  
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

       "Class A-4 Pass-Through Rate": With respect to any Distribution
Date, a fixed per annum rate equal to 5.7160%.                                  

           "Class A-J Certificate": A Certificate designated as "Class A-J" on
the face thereof, in the form of Exhibit A-8 hereto, and evidencing a "regular  
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

       "Class A-J Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage Rate minus    
0.0040%.                                                                        

           "Class A-M Certificate": A Certificate designated as "Class A-M" on
the face thereof, in the form of Exhibit A-7 hereto, and evidencing a "regular  
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

       "Class A-M Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage Rate minus    
0.5030%.                                                                        

          "Class A-SB Certificate": A Certificate designated as "Class A-SB"
on the face thereof, in the form of Exhibit A-5 hereto, and evidencing a        
"regular interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.

        "Class A-SB Pass-Through Rate": With respect to any Distribution
Date, a fixed per annum rate equal to 5.8570%.                                  

   "Class A-SB Planned Principal Balance": With respect to any
Distribution Date, the planned principal amount for such Distribution Date      
specified in Schedule 4 hereto relating to the Class A-SB Certificates.         

           "Class B Certificate": A Certificate designated as "Class B" on the
face thereof, in the form of Exhibit A-10 hereto, and evidencing a "regular     
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

           "Class B Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate minus 0.0280%. 

           "Class C Certificate": A Certificate designated as "Class C" on the
face thereof, in the form of Exhibit A-11 hereto, and evidencing a "regular     
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

           "Class C Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.               

           "Class D Certificate": A Certificate designated as "Class D" on the
face thereof, in the form of Exhibit A-12 hereto, and evidencing a "regular     
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

           "Class D Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.               

           "Class E Certificate": A Certificate designated as "Class E" on the
face thereof, in the form of Exhibit A-13 hereto, and evidencing a "regular     
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

           "Class E Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.               

           "Class F Certificate": A Certificate designated as "Class F" on the
face thereof, in the form of Exhibit A-14 hereto, and evidencing a "regular     
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

           "Class F Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.               

           "Class G Certificate": A Certificate designated as "Class G" on the
face thereof, in the form of Exhibit A-15 hereto, and evidencing a "regular     
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

           "Class G Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.               

           "Class H Certificate": A Certificate designated as "Class H" on the
face thereof, in the form of Exhibit A-16 hereto, and evidencing a "regular     
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

           "Class H Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.               

           "Class J Certificate": A Certificate designated as "Class J" on the
face thereof, in the form of Exhibit A-17 hereto, and evidencing a "regular     
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

           "Class J Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.               

           "Class K Certificate": A Certificate designated as "Class K" on the
face thereof, in the form of Exhibit A-18 hereto, and evidencing a "regular     
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

           "Class K Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.               

           "Class L Certificate": A Certificate designated as "Class L" on the
face thereof, in the form of Exhibit A-19 hereto, and evidencing a "regular     
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

           "Class L Pass-Through Rate": With respect to any Distribution Date,
a fixed per annum rate equal to 4.6030%.                                        

         "Class LA-1-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

         "Class LA-1-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

         "Class LA-1-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

         "Class LA-1-4 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

         "Class LA-2-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

         "Class LA-2-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

         "Class LA-3-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

         "Class LA-3-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

         "Class LA-3-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

         "Class LA-3-4 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

         "Class LA-4-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

         "Class LA-4-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

         "Class LA-4-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

         "Class LA-4-4 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

         "Class LA-4-5 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

         "Class LA-4-6 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

         "Class LA-4-7 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

         "Class LA-4-8 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

       "Class LA-J Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

       "Class LA-M Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

          "Class LA-SB-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

          "Class LA-SB-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

          "Class LA-SB-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

          "Class LA-SB-4 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

          "Class LA-SB-5 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

          "Class LA-SB-6 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

     "Class LB Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

     "Class LC Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

     "Class LD Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

     "Class LE Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

       "Class LF-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

       "Class LF-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

       "Class LG-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

       "Class LG-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

       "Class LG-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

       "Class LH-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

       "Class LH-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

       "Class LJ-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

       "Class LJ-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

       "Class LJ-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

       "Class LK-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

       "Class LK-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

       "Class LL-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

       "Class LL-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

       "Class LM-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

       "Class LM-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

     "Class LN Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

        "Class LNR-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

        "Class LNR-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

        "Class LNR-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

        "Class LNR-4 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

       "Class LP-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

       "Class LP-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

     "Class LQ Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

         "Class LR Certificate": A Certificate designated as "Class LR" on
the face thereof, in the form of Exhibit A-27 hereto, evidencing the sole class 
of "residual interests" in the Lower-Tier REMIC for purposes of the REMIC       
Provisions.                                                                     

     "Class LT Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier    
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of 
interest set forth in the Preliminary Statement hereto.                         

           "Class M Certificate": A Certificate designated as "Class M" on the
face thereof, in the form of Exhibit A-20 hereto, and evidencing a "regular     
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

           "Class M Pass-Through Rate": With respect to any Distribution Date,
a fixed per annum rate equal to 4.6030%.                                        

           "Class N Certificate": A Certificate designated as "Class N" on the
face thereof, in the form of Exhibit A-21 hereto, and evidencing a "regular     
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

           "Class N Pass-Through Rate": With respect to any Distribution Date,
a fixed per annum rate equal to 4.6030%.                                        

           "Class Notional Amount": The Class X-1 Notional Amount or the Class
X-2 Notional Amount, as the context requires.                                   

         "Class NR Certificate": A Certificate designated as "Class NR" on
the face thereof, in the form of Exhibit A-25 hereto, and evidencing a "regular 
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

            "Class NR Pass-Through Rate": With respect to any Distribution Date,
a fixed per annum rate equal to 4.6030%.                                        

           "Class P Certificate": A Certificate designated as "Class P" on the
face thereof, in the form of Exhibit A-22 hereto, and evidencing a "regular     
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

           "Class P Pass-Through Rate": With respect to any Distribution Date,
a fixed per annum rate equal to 4.6030%.                                        

           "Class Q Certificate": A Certificate designated as "Class Q" on the
face thereof, in the form of Exhibit A-23 hereto, and evidencing a "regular     
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

           "Class Q Pass-Through Rate": With respect to any Distribution Date,
a fixed per annum rate equal to 4.6030%.                                        

           "Class R Certificate": A Certificate designated as "Class R" on the
face thereof in the form of Exhibit A-26 hereto, and evidencing the sole class  
of "residual interest" in the Upper-Tier REMIC for purposes of the REMIC        
Provisions.                                                                     

           "Class T Certificate": A Certificate designated as "Class T" on the
face thereof, in the form of Exhibit A-24 hereto, and evidencing a "regular     
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.         

           "Class T Pass-Through Rate": With respect to any Distribution Date,
a fixed per annum rate equal to 4.6030%.                                        

          "Class Unpaid Interest Shortfall": As to any Distribution Date and
any Class of Certificates, the excess, if any, of (a) the sum of (i) the        
Distributable Certificate Interest in respect of such Class of Certificates for 
the immediately preceding Distribution Date and (ii) any outstanding Class      
Unpaid Interest Shortfall payable to such Class of Certificates on such         
preceding Distribution Date over (b) the aggregate amount in respect of interest
actually distributed to such Class of Certificates on such immediately preceding
Distribution Date. The Class Unpaid Interest Shortfall with respect to any Class
of Certificates as of the initial Distribution Date is zero. No interest shall  
accrue on Class Unpaid Interest Shortfalls.                                     

            "Class X Certificates": The Class X-1 Certificates and the Class X-2
Certificates.                                                                   

            "Class X Reference Rate": With respect to any Distribution Date, the
rate for such Distribution Date specified in Schedule 3 hereto.                 

          "Class X-1 Certificate": Any one of the Certificates with a "Class
X-1" designation on the face thereof, substantially in the form of Exhibit A-9  
attached hereto, and evidencing a "regular interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.                                               

         "Class X-1 Notional Amount": As of any date of determination, the
sum of the then Component Notional Amounts of all the Components.               

       "Class X-1 Pass-Through Rate": With respect to any Distribution
Date, the weighted average of the Class X-1 Strip Rates for the respective      
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).                                                        

    "Class X-1 Strip Rate": (A) With respect to any Class of the
Components (other than those Components that are Class X-2 Components which are 
included for purposes of calculating the Class X-2 Notional Amount for such     
Distribution Date) for any Distribution Date, a rate per annum equal to (i) the 
Weighted Average Net Mortgage Rate for such Distribution Date, minus (ii) the   
Pass-Through Rate for the Related Certificates and (B) with respect to any      
Components that are Class X-2 Components which have not yet reached their Class 
X-2 Component Crossover Date (i) for any Distribution Date occurring on or      
before the Class X-2 Termination Date, (x) the Weighted Average Net Mortgage    
Rate for such Distribution Date minus (y)(1) with respect to Component XA-M, the
sum of (I) the Class X-2 Strip Rate for such Class X-2 Component and (II) the   
Pass-Through Rate for the Related Certificates for such Distribution Date and   
(2) for each other Class X-2 Component, the greater of (I) the Class X Reference
Rate for such Distribution Date and (II) the Pass-Through Rate for the Related  
Certificate for such Distribution Date, and (ii) for any Distribution Date      
occurring after the Class X-2 Termination Date, a rate per annum equal to (x)   
the Weighted Average Net Mortgage Rate for such Distribution Date, minus (y) the
Pass-Through Rate for the Related Certificates for such Distribution Date;      
provided, that in no event shall any Class X-1 Strip Rate be less than zero.    

          "Class X-2 Certificate": Any one of the Certificates with a "Class
X-2" designation on the face thereof, substantially in the form of Exhibit A-6  
attached hereto and evidencing a "regular interest" in the Upper-Tier REMIC for 
purposes of the REMIC Provisions.                                               

            "Class X-2 Component Crossover Date": With respect to each Class X-2
Component, the related Crossover Date as set forth in the table below:          

         Class X-2 Component                    Component Crossover Date
--------------------------------------------     -------------------------------
Components XA-1-2                                June 2008 Distribution Date    
Components XA-1-3 and XNR-2                      December 2008 Distribution Date
Components XA-1-4, XA-2-1 and XNR-3              June 2009 Distribution Date    
Components XA-2-2, XA-3-1, XP-1, XQ, XT                                         
   and XNR-4                                     December 2009 Distribution Date
Components XA-3-2, XM-1, XN and XP-2             June 2010 Distribution Date    
Components XA-3-3, XL-1 and XM-2                 December 2010 Distribution Date
Components XA-3-4, XA-4-1, XK-1 and XL-2         June 2011 Distribution Date    
Components XA-4-2, XJ-1 and XK-2                 December 2011 Distribution Date
Components XA-4-3, XA-SB-1 and XJ-2              June 2012 Distribution Date    
Components XA-4-4, XA-SB-2, XH-1 and XJ-3        December 2012 Distribution Date
Components XA-4-5, XA-SB-3, XG-1 and XH-2        June 2013 Distribution Date    
Components XA-4-6, XA-SB-4 and XG-2              December 2014 Distribution Date
Components XA-4-7, XA-SB-5, XF-1 and XG-3        June 2014 Distribution Date    
Components XA-4-8, XA-SB-6, XA-M,  XA-J, XB,                                    
   XC, XD. XE and XF-2                           December 2014 Distribution Date

           "Class X-2 Components": Each of Component XA-1-2, Component XA-1-3,
Component XA-1-4, Component XA-2-1, Component XA-2-2, Component XA-3-1,         
Component XA-3-2, Component XA-3-3, Component XA-3-4, Component XA-4-1,         
Component XA-4-2, Component XA-4-3, Component XA-4-4, Component XA-4-5,         
Component XA-4-6, Component XA-4-7, Component XA-4-8, Component XA-SB-1,        
Component XA-SB-2, Component XA-SB-3, Component XA-SB-4, Component XA-SB-5,     
Component XA-SB-6, Component XA-M, Component XA-J, Component XB, Component XC,  
Component XD, Component XE, Component XF-1, Component XF-2, Component XG-1,     
Component XG-2, Component XG-3, Component XH-1, Component XH-2, Component XJ-1, 
Component XJ-2, Component XJ-3, Component XK-1, Component XK-2, Component XL-1, 
Component XL-2, Component XM-1, Component XM-2, Component XN, Component XP-1,   
Component XP-2, Component XQ, Component XT, Component XNR-2, Component XNR-3 and
Component XNR-4.                                                                

         "Class X-2 Notional Amount": As of any date of determination, the
sum of the then Component Notional Amounts of the Class X-2 Components,         
excluding those Class X-2 Components for which the Class X-2 Component Crossover
Date has previously passed.                                                     

       "Class X-2 Pass-Through Rate": With respect to any Distribution
Date, the weighted average of the Class X-2 Strip Rates for the respective Class
X-2 Components that are Class X-2 Components which are included for purposes of 
calculating the Class X-2 Notional Amount for such Distribution Date (weighted  
on the basis of the respective Component Notional Amounts of such Components    
outstanding immediately prior to such Distribution Date).                       

            "Class X-2 Strip Rate": With respect to each Class X-2 Component for
any Distribution Date, a rate per annum equal to (i) for any Distribution Date  
occurring on or before the Class X-2 Termination Date, (A) with respect to      
Component XA-M, the lesser of (1) 0.4730% and (2) the Weighted Average Net      
Mortgage Rate for such Distribution Date minus the Pass-Through Rate in effect  
on such Distribution Date for the Class A-M Certificates, and (B) with respect  
to each other Class X-2 Component, (1) the lesser of (I) the Weighted Average   
Net Mortgage Rate for such Distribution Date and (II) the Class X Reference Rate
for such Distribution Date, minus (2) the Pass-Through Rate for the Related     
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 Class X-2     
Termination Date, 0% per annum.                                                 

       "Class X-2 Termination Date": The Distribution Date in December
2014.                                                                           

            "Clearstream": Clearstream Banking, societe anonyme or any successor
thereto.                                                                        

"Closing Date": December 20, 2007.                      

   "Closing Date Deposit Amount": $617,319.76 representing the
aggregate amount of interest that would have accrued on the related Stated      
Principal Balance at the related Mortgage Rates during the Due Period ending in 
January 2008, for those Mortgage Loans that do not have their first Monthly     
Payment due until February 2008.                                                

      "CMSA": The Commercial Mortgage Securities Association, or any
successor organization reasonably acceptable to the Trustee, the Paying Agent,  
the Master Servicer, the Special Servicer and the Directing Certificateholder.  

            "CMSA Advance Recovery Report": The 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 as is reasonably          
acceptable to the Master Servicer and the Special Servicer.                     

           "CMSA Bond Level File": The data file in the "CMSA Bond Level File"
format substantially in the form of and containing the information called for   
therein, or such other form for the presentation of such information as may be  
approved from time to time by the CMSA for commercial mortgage securities       
transactions generally and, insofar as it requires the presentation of          
information in addition to that called for by the form of the "CMSA Bond Level  
File" available as of the Closing Date on the CMSA website, as is reasonably    
acceptable to the Paying Agent.                                                 

  "CMSA Collateral Summary File": The data file in the "CMSA
Collateral Summary File" format substantially in the form of and containing the 
information called for therein, or such other form for the presentation of such 
information as may be approved from time to time by the CMSA for commercial     
mortgage securities transactions generally and, insofar as it requires the      
presentation of information in addition to that called for by the form of the   
"CMSA Collateral Summary File" available as of the Closing Date on the CMSA     
website, as is reasonably acceptable to the Paying Agent, the Trustee, the      
Master Servicer and the Special Servicer.                                       

         "CMSA Comparative Financial Status Report": The monthly report in
"Comparative Financial Status Report" format substantially in the form of and   
containing the information called for therein for the Mortgage Loans, or such   
other form for the presentation of such information as may be approved from time
to time by the CMSA for commercial mortgage securities transactions generally   
and, insofar as it requires the presentation of information in addition to that 
called for by the form of the "Comparative Financial Status Report" available as
of the Closing Date on the CMSA website, is reasonably acceptable to the Master 
Servicer or the Special Servicer, as applicable.                                

       "CMSA Delinquent Loan Status Report": The monthly report in the
"Delinquent Loan Status Report" format substantially in the form of and         
containing the information called for therein for the Mortgage Loans, or such   
other form for the presentation of such information as may be approved from time
to time by the CMSA for commercial mortgage securities transactions generally   
and, insofar as it requires the presentation of information in addition to that 
called for the form of the "Delinquent Loan Status Report" available as of the  
Closing Date on the CMSA website, is reasonably acceptable to the Master        
Servicer or the Special Servicer, as applicable.                                

         "CMSA Financial File": The data file in the "CMSA Financial File"
format substantially in the form of and containing the information called for   
therein for the Mortgage Loans, or such other form for the presentation of such 
information as may be approved from time to time by the CMSA for commercial     
mortgage securities transactions generally and, insofar as it requires the      
presentation of information in addition to that called for by the form of the   
"CMSA Financial File" available as of the Closing Date on the CMSA website, is  
reasonably acceptable to the Master Servicer or the Special Servicer, as        
applicable.                                                                     

      "CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": The monthly report in the "Historical Loan Modification and Corrected  
Mortgage Loan Report" format substantially in the form of and containing the    
information called for therein for the Mortgage Loans, or such other form for   
the presentation of such information as may be approved from time to time by the
CMSA for commercial mortgage securities transactions generally and, insofar as  
it requires the presentation of information in addition to that called for by   
the form of the "Historical Loan Modification and Corrected Mortgage Loan       
Report" available as of the Closing Date on the CMSA website, is reasonably     
acceptable to the Master Servicer or the Special Servicer, as applicable.       

          "CMSA Investor Reporting Package (IRP)": The collection of reports
specified by the CMSA from time to time as the "CMSA Investor Reporting         
Package." As of the Closing Date, the CMSA IRP contains seven electronic files  
((1) CMSA Loan Set up File, (2) CMSA Loan Periodic Update File, (3) CMSA        
Property File, (4) CMSA Bond Level File, (5) CMSA Collateral Summary File, (6)  
CMSA Financial File and (7) CMSA Special Servicer Loan File) and ten            
surveillance reports ((1) CMSA Servicer Watch List, (2) CMSA Delinquent Loan    
Status Report, (3) CMSA REO Status Report, (4) CMSA Comparative Financial Status
Report, (5) CMSA Historical Loan Modification and Corrected Mortgage Loan       
Report, (6) CMSA Operating Statement Analysis Report, (7) CMSA NOI Adjustment   
Worksheet, (8) CMSA Loan Level Reserve/LOC Report, (9) CMSA Reconciliation of   
Funds Report) and (10) in connection with Mortgage Loans that have Companion    
Loans, the CMSA Total Loan Report. In addition, the CMSA Investor Reporting     
Package shall include the CMSA Advance Recovery Report and the CMSA Realized    
Loss Report. The CMSA IRP shall be substantially in the form of, and containing 
the information called for in, the downloadable forms of the "CMSA IRP"         
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 or  
reports as may from time to time be approved by the CMSA for commercial mortgage
backed securities transaction generally and, insofar as it requires the         
presentation of information in addition to that called for by the form of the   
"CMSA IRP" available as of the Closing Date on the CMSA website, as is          
reasonably acceptable to the Master Servicer, the Special Servicer, the Trustee 
and the Paying Agent. For the purposes of the production of the CMSA Comparative
Financial Status Report by the Master Servicer or the Special Servicer of any   
such report that is required to state information for any period prior to the   
Cut-off Date, the Master Servicer or the Special Servicer, as the case may be,  
may conclusively rely (without independent verification), absent manifest error,
on information provided to it by the Mortgage Loan Sellers or by the related    
Mortgagor or (x) in the case of such a report produced by the Master Servicer,  
by the Special Servicer (if other than the Master Servicer or an Affiliate      
thereof) and (y) in the case of such a report produced by the Special Servicer, 
by the Master Servicer (if other than the Special Servicer or an Affiliate      
thereof).                                                                       

       "CMSA Loan Level Reserve/LOC Report": The monthly report in the
"CMSA Loan Level Reserve/LOC Report" format substantially in the form of and    
containing the information called for therein for the Mortgage Loans, or such   
other form for the presentation of such information as may be approved from time
to time by the CMSA for commercial mortgage securities transactions generally   
and, insofar as it requires the presentation of information in addition to that 
called for by the form of the "Loan Level Reserve/LOC Report" available as of   
the Closing Date on the CMSA website, is reasonably acceptable to the Master    
Servicer.                                                                       

         "CMSA Loan Periodic Update File": The data file in the "CMSA Loan
Periodic Update File" format substantially in the form of and containing the    
information called for therein for the Mortgage Loans, or such other form for   
the presentation of such information as may be approved from time to time by the
CMSA for commercial mortgage securities transactions generally and, insofar as  
it requires the presentation of information in addition to that called for by   
the form of the "CMSA Loan Periodic Update File" available as of the Closing    
Date on the CMSA website, as is reasonably acceptable to the Master Servicer,   
the Paying Agent and the Trustee.                                               

           "CMSA Loan Setup File": The data file in the "CMSA Loan Setup File"
format substantially in the form of and containing the information called for   
therein for the Mortgage Loans, or such other form for the presentation of such 
information as may be approved from time to time by the CMSA for commercial     
mortgage securities transactions generally and, insofar as it requires the      
presentation of information in addition to that called for by the form of the   
"CMSA Loan Setup File" available as of the Closing Date on the CMSA website, is 
reasonably acceptable to the Master Servicer and the Paying Agent.              

  "CMSA NOI Adjustment Worksheet": The worksheet in the "NOI
Adjustment Worksheet" format substantially in the form of and containing the    
information called for therein for the Mortgage Loans, or such other form for   
the presentation of such information as may be approved from time to time by the
CMSA for commercial mortgage securities transactions generally and, insofar as  
it requires the presentation of information in addition to that called for by   
the form of the "CMSA NOI Adjustment Worksheet" available as of the Closing Date
on the CMSA website, is reasonably acceptable to the Master Servicer or the     
Special Servicer, as applicable.                                                

         "CMSA Operating Statement Analysis Report": The monthly report in
the "Operating Statement Analysis Report" format substantially in the form of   
and containing the information called for therein for the Mortgage Loans, or    
such other form for the presentation of such information as may be approved from
time to time by the CMSA for commercial mortgage securities transactions        
generally and, insofar as it requires the presentation of information in        
addition to that called for by the form of the "CMSA Operating Statement        
Analysis Report" available as of the Closing Date on the CMSA website, is       
reasonably acceptable to the Master Servicer or the Special Servicer, as        
applicable.                                                                     

       "CMSA Property File": The data file in the "CMSA Property File"
format substantially in the form of and containing the information called for   
therein for the Mortgage Loans, or such other form for the presentation of such 
information as may be approved from time to time by the CMSA for commercial     
mortgage securities transactions generally and, insofar as it requires the      
presentation of information in addition to that called for by the form of the   
"CMSA Property File" available as of the Closing Date on the CMSA website, is   
reasonably acceptable to the Master Servicer or the Special Servicer, as        
applicable.                                                                     

        "CMSA Reconciliation of Funds Report": The monthly report in the
"Reconciliation of Funds" format substantially in the form of and containing the
information called for therein for the Mortgage Loans, or such other form for   
the presentation of such information as may be approved from time to time by the
CMSA for commercial mortgage securities transactions generally and, insofar as  
it requires the presentation of information in addition to that called for by   
the form of the "Reconciliation of Funds" available as of the Closing Date on   
the CMSA website, is reasonably acceptable to the Trustee.                      

       "CMSA REO Status Report": The report in the "REO Status Report"
format substantially in the form of and containing the information called for   
therein for the Mortgage Loans, or such other form for the presentation of such 
information as may be approved from time to time by the CMSA for commercial     
mortgage securities transactions generally and, insofar as it requires the      
presentation of information in addition to that called for by the form of the   
"CMSA REO Status Report" available as of the Closing Date on the CMSA website,  
is reasonably acceptable to the Master Servicer or the Special Servicer, as the 
case may be.                                                                    

         "CMSA Servicer Watch List and Portfolio Review Guidelines": As of
each Determination Date a report, including and identifying each Non-Specially  
Serviced Mortgage Loan satisfying the "CMSA Portfolio Review Guidelines"        
approved from time to time by the CMSA in the "CSMA Servicer Watch List" format 
substantially in the form of and containing the information called for therein  
for the Mortgage Loans, or such other form (including other portfolio review    
guidelines) for the presentation of such information as may be approved from    
time to time by the CMSA for commercial mortgage securities transactions        
generally and, insofar as it requires the presentation of information in        
addition to that called for by the form of the "CMSA Servicer Watch List"       
available as of the Closing Date on the CMSA website, is reasonably acceptable  
to the Master Servicer.                                                         

     "CMSA Special Servicer Loan File": The data file in the "CMSA
Special Servicer Loan File" format substantially in the form of and containing  
the information called for therein for the Mortgage Loans, or such other form   
for the presentation of such information as may be approved from time to time by
the CMSA for commercial mortgage securities transactions generally and, insofar 
as it requires the presentation of information in addition to that called for by
the form of the "CMSA Special Servicer Loan File" available as of the Closing   
Date on the CMSA website, is reasonably acceptable to the Special Servicer.     

            "CMSA Total Loan Report": A monthly report substantially in the form
of, and containing the information called for in, the downloadable form of the  
"Total Loan Report" available as of the Closing Date on the CMSA Website, or in 
such other form for the presentation of such information and containing such    
additional information as may from time to time be adopted by the CMSA for      
commercial mortgage-backed securities transactions and is reasonably acceptable 
to the Master Servicer.                                                         

          "Code": The Internal Revenue Code of 1986, as amended from time to
time, and applicable final or temporary regulations of the U.S. Department of   
the Treasury issued pursuant thereto.                                           

 "Collateral Support Deficit": As defined in Section 4.04.

"Commission": The Securities and Exchange Commission.   

       "Companion Distribution Account": With respect to each Serviced
Companion Loan, the separate account created and maintained by the Companion    
Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion    
Holders, which shall be entitled "Capmark Finance Inc., as Companion Paying     
Agent for the Companion Holders of the Companion Loans, relating to the J.P.    
Morgan Chase Commercial Mortgage Securities Trust 2007-C1, Commercial Mortgage  
Pass-Through Certificates, Series 2007-C1." The Companion Distribution Account  
shall not be an asset of the Trust Fund, the Lower-Tier REMIC or the Upper-Tier 
REMIC, but instead shall be held by the Companion Paying Agent on behalf of the 
Companion Holders. Any such account shall be an Eligible Account.               
Notwithstanding the foregoing, if the Master Servicer and the Companion Paying  
Agent are the same entity, the Companion Distribution Account may be the        
subaccount referenced in the second paragraph of Section 3.04(b).               

          "Companion Holder": Each of the holders of record of the Companion
Loans.                                                                          

  "Companion Loan": As defined in the Preliminary Statement.

        "Companion Paying Agent": With respect to the Serviced Companion
Loans, the Master Servicer in its role as Companion Paying Agent appointed      
pursuant to Section 3.30.                                                       

      "Companion Register": The register maintained by the Companion
Paying Agent pursuant to Section 3.31.                                          

            "Compensating Interest Payments": With respect to each Mortgage Loan
(or REO Loan), an amount as of any Distribution Date equal to the lesser of (i) 
the aggregate amount of Prepayment Interest Shortfalls incurred in connection   
with voluntary principal prepayments received in respect of the Mortgage Loans  
(other than a Specially Serviced Mortgage Loan or a Mortgage Loan on which the  
Special Servicer allowed a prepayment on a date other than the applicable Due   
Date) for the related Distribution Date and (ii) the aggregate of (A) that      
portion of the Master Servicer's Servicing Fees for such Distribution Date that 
is, in the case of each and every Mortgage Loan and REO Loan for which such     
Servicing Fees are being paid for such Due Period, calculated at 0.01% per      
annum, and (B) all Prepayment Interest Excesses for such Due Period with respect
to the related Mortgage Loans and Companion Loans subject to such prepayment.   
However, if a Prepayment Interest Shortfall occurs as a result of the Master    
Servicer's allowing the related Mortgagor to deviate from the terms of the      
related Mortgage Loan documents regarding Principal Prepayments (other than (X) 
subsequent to a default under the related Mortgage Loan documents, (Y) pursuant 
to applicable law or a court order, or (Z) at the request or with the consent of
the Directing Certificateholder or the Special Servicer), then the Compensating 
Interest Payment for the related Distribution Date shall be equal to the amount 
of such Prepayment Interest Shortfall. In no event will the rights of the       
Certificateholders to offset the aggregate Prepayment Interest Shortfalls be    
cumulative.                                                                     

          "Component": Each of Component XA-1-1, Component XA-1-2, Component
XA-1-3, Component XA-1-4, Component XA-2-1, Component XA-2-2, Component XA-3-1, 
Component XA-3-2, Component XA-3-3, Component XA-3-4, Component XA-4-1,         
Component XA-4-2, Component XA-4-3, Component XA-4-4, Component XA-4-5,         
Component XA-4-6, Component XA-4-7, Component XA-4-8, Component XA-SB-1,        
Component XA-SB-2, Component XA-SB-3, Component XA-SB-4, Component XA-SB-5,     
Component XA-SB-6, Component XA-M, Component XA-J, Component XB, Component XC,  
Component XD, Component XE, Component XF-1, Component XF-2, Component XG-1,     
Component XG-2, Component XG-3, Component XH-1, Component XH-2, Component XJ-1, 
Component XJ-2, Component XJ-3, Component XK-1, Component XK-2, Component XL-1, 
Component XL-2, Component XM-1, Component XM-2, Component XN, Component XP-1,   
Component XP-2, Component XQ, Component XT, Component XNR-1, Component XNR-2,   
Component XNR-3 and Component XNR-4.                                            

           "Component Notional Amount": With respect to each Component and any
date of determination, an amount equal to the then Lower-Tier Principal Amount  
of its Related Uncertificated Lower-Tier Interest.                              

     "Component XA-1-1": One of the 55 components of the Class X-1
Certificates having a Component Notional Amount equal to the then current       
Lower-Tier Principal Amount of the Class LA-1-1 Uncertificated Interest as of   
any date of determination.                                                      

     "Component XA-1-2": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal Amount of   
the Class LA-1-2 Uncertificated Interest as of any date of determination.       

     "Component XA-1-3": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal Amount of   
the Class LA-1-3 Uncertificated Interest as of any date of determination.       

     "Component XA-1-4": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal Amount of   
the Class LA-1-4 Uncertificated Interest as of any date of determination.       

     "Component XA-2-1": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-2-1 Uncertificated Interest as of any date of determination.    

     "Component XA-2-2": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal Amount of   
the Class LA-2-2 Uncertificated Interest as of any date of determination.       

     "Component XA-3-1": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-3-1 Uncertificated Interest as of any date of determination.    

     "Component XA-3-2": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-3-2 Uncertificated Interest as of any date of determination.    

     "Component XA-3-3": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-3-3 Uncertificated Interest as of any date of determination.    

     "Component XA-3-4": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-3-4 Uncertificated Interest as of any date of determination.    

     "Component XA-4-1": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-4-1 Uncertificated Interest as of any date of determination.    

     "Component XA-4-2": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-4-2 Uncertificated Interest as of any date of determination.    

     "Component XA-4-3": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-4-3 Uncertificated Interest as of any date of determination.    

     "Component XA-4-4": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-4-4 Uncertificated Interest as of any date of determination.    

     "Component XA-4-5": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-4-5 Uncertificated Interest as of any date of determination.    

     "Component XA-4-6": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-4-6 Uncertificated Interest as of any date of determination.    

     "Component XA-4-7": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-4-7 Uncertificated Interest as of any date of determination.    

     "Component XA-4-8": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-4-8 Uncertificated Interest as of any date of determination.    

   "Component XA-J": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-J Uncertificated Interest as of any date of determination.      

   "Component XA-M": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-M Uncertificated Interest as of any date of determination.      

      "Component XA-SB-1": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-SB-1 Uncertificated Interest as of any date of determination.   

      "Component XA-SB-2": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-SB-2 Uncertificated Interest as of any date of determination.   

      "Component XA-SB-3": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-SB-3 Uncertificated Interest as of any date of determination.   

      "Component XA-SB-4": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-SB-4 Uncertificated Interest as of any date of determination.   

      "Component XA-SB-5": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-SB-5 Uncertificated Interest as of any date of determination.   

      "Component XA-SB-6": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LA-SB-6 Uncertificated Interest as of any date of determination.   

 "Component XB": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LB Uncertificated Interest as of any date of determination.        

 "Component XC": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LC Uncertificated Interest as of any date of determination.        

 "Component XD": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LD Uncertificated Interest as of any date of determination.        

 "Component XE": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LE Uncertificated Interest as of any date of determination.        

   "Component XF-1": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LF-1 Uncertificated Interest as of any date of determination.      

   "Component XF-2": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LF-2 Uncertificated Interest as of any date of determination.      

   "Component XG-1": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal Amount of   
the Class LG-1 Uncertificated Interest as of any date of determination.         

   "Component XG-2": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal Amount of   
the Class LG-2 Uncertificated Interest as of any date of determination.         

   "Component XG-3": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LG-3 Uncertificated Interest as of any date of determination.      

   "Component XH-1": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal Amount of   
the Class LH-1 Uncertificated Interest as of any date of determination.         

   "Component XH-2": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal Amount of   
the Class LH-2 Uncertificated Interest as of any date of determination.         

   "Component XJ-1": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LJ-1 Uncertificated Interest as of any date of determination.      

   "Component XJ-2": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LJ-2 Uncertificated Interest as of any date of determination.      

   "Component XJ-3": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LJ-3 Uncertificated Interest as of any date of determination.      

   "Component XK-1": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LK-1 Uncertificated Interest as of any date of determination.      

   "Component XK-2": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LK-2 Uncertificated Interest as of any date of determination.      

  Component XL-1": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LL-1 Uncertificated Interest as of any date of determination.      

  Component XL-2": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LL-2 Uncertificated Interest as of any date of determination.      

   "Component XM-1": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal Amount of   
the Class LM-1 Uncertificated Interest as of any date of determination.         

   "Component XM-2": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal Amount of   
the Class LM-2 Uncertificated Interest as of any date of determination.         

 "Component XN": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal Amount of   
the Class LN Uncertificated Interest as of any date of determination.           

    "Component XNR-1": One of the 55 components of the Class X-1
Certificates having a Component Notional Amount equal to the then current       
Lower-Tier Principal Amount of the Class LNR-1 Uncertificated Interest as of any
date of determination.                                                          

    "Component XNR-2": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LNR-2 Uncertificated Interest as of any date of determination.     

    "Component XNR-3": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LNR-3 Uncertificated Interest as of any date of determination.     

    "Component XNR-4": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LNR-4 Uncertificated Interest as of any date of determination.     

   "Component XP-1": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LP-1 Uncertificated Interest as of any date of determination.      

   "Component XP-2": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LP-2 Uncertificated Interest as of any date of determination.      

 "Component XQ": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LQ Uncertificated Interest as of any date of determination.        

 "Component XT": One of the 55 components of the Class X-1
Certificates and one of the 53 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount 
of the Class LT Uncertificated Interest as of any date of determination.        

      "Controlling Class": As of any date of determination, the most
subordinate Class of Regular Certificates (other than the Class X Certificates) 
then outstanding that has a then aggregate Certificate Balance at least equal to
25% of the Original Certificate Balance of such Class of Certificates. As of the
Closing Date, the Controlling Class will be the Class NR Certificates. In       
determining the most subordinate Class of Regular Certificates for the purpose  
of determining the Controlling Class, such determination shall be made without  
consideration of Appraisal Reductions, if any, allocated to any Class of Regular
Certificates.                                                                   

            "Controlling Class Certificateholder's Option Period": As defined in
Section 3.18(a)(ii).                                                            

           "Controlling Class Certificateholders": Each Holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified by 
the Certificate Registrar to the Trustee from time to time by such Holder (or   
Certificate Owner).                                                             

            "Controlling Class Option Holder": As defined in Section 3.18(a)(i).

           "Corporate Trust Office": The corporate trust office of the Trustee
and the Paying Agent at which at any particular time its corporate trust        
business with respect to this Agreement shall be administered, which office at  
the date of the execution of this Agreement is located (i) with respect to      
Certificate transfers and surrenders, at Sixth Street and Marquette Avenue,     
Minneapolis, Minnesota 55479-0113 and (ii) for all other purposes, at 9062 Old  
Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services   
(CMBS), J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1, telecopy
number (410) 715-2380.                                                          

            "Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan that
has become current and remained current for three consecutive Monthly Payments  
(for such purposes taking into account any modification or amendment of such    
Mortgage Loan or Companion Loan, whether by a consensual modification or in     
connection with a bankruptcy, insolvency or similar proceeding involving the    
Mortgagor), and (provided that no additional default is foreseeable in the      
reasonable judgment of the Special Servicer and no other event or circumstance  
exists that causes such Mortgage Loan or Companion Loan to otherwise constitute 
a Specially Serviced Mortgage Loan) the servicing of which the Special Servicer 
has returned to the Master Servicer pursuant to Section 3.21(a).                

         "Crossed Group": With respect to any Mortgage Loan, such Mortgage
Loan and all other Mortgage Loans that are cross-collateralized and             
cross-defaulted with such Mortgage Loan.                                        

        "Crossed Loan": A Mortgage Loan that is cross-collateralized and
cross-defaulted with one or more other Mortgage Loans.                          

         "Crossed Loan Repurchase Criteria": (i) The weighted average Debt
Service Coverage Ratio for all remaining related Crossed Loans for the four     
calendar quarters immediately preceding the repurchase or substitution shall not
be less than the greater of (a) the weighted average Debt Service Coverage Ratio
for all such related Crossed Loans, including the affected Crossed Loan, for the
four calendar quarters immediately preceding the repurchase or substitution, and
(b) 1.25x, (ii) the weighted average LTV Ratio for all remaining related Crossed
Loans determined at the time of repurchase or substitution based upon an        
Appraisal obtained by the Special Servicer at the expense of the related        
Mortgage Loan Seller shall not be greater than the lesser of (a) the weighted   
average LTV Ratio for all such related Crossed Loans, including the affected    
Crossed Loan, determined at the time of repurchase or substitution based upon an
Appraisal obtained by the Special Servicer at the expense of the related        
Mortgage Loan Seller, (b) the weighted average LTV Ratio for all such related   
Crossed Loans, including the affected Crossed Loan, as of the Cut-off Date and  
(c) 75%, (iii) the Mortgage Loan Seller, at its expense, shall have furnished   
the Trustee with an Opinion of Counsel that any modification relating to the    
repurchase or substitution of a Crossed Loan shall not cause an Adverse REMIC   
Event, (iv) the related Mortgage Loan Seller causes the affected Crossed Loan to
become not cross-collateralized and cross-defaulted with the remaining related  
Crossed Loans prior to such repurchase or substitution or otherwise forbears    
from exercising enforcement rights against any Crossed Loan remaining in the    
Trust Fund and (v) the Directing Certificateholder shall have consented to the  
repurchase or substitution of the affected Crossed Loan, which consent shall not
be unreasonably withheld.                                                       

         "Custodian": A Person who is at any time appointed by the Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage Files, which  
Person shall not be the Depositor, either of the Mortgage Loan Sellers or an    
Affiliate of any of them. The Trustee shall be the initial Custodian.           

           "Cut-off Date": With respect to each Mortgage Loan, the related Due
Date of the Mortgage Loan in December 2007, or December 1, 2007, with respect to
those Mortgage Loans that were originated in November 2007 and have their first 
Due Date in January 2008, or, with respect to any Mortgage Loan that was        
originated in December 2007 and has its first Due Date in February 2008, the    
origination date.                                                               

           "Cut-off Date Principal Balance": With respect to any Mortgage Loan
or Companion Loan, the outstanding principal balance of such Mortgage Loan or   
Companion Loan, as the case may be, as of the Cut-off Date, after application of
all payments of principal due on or before such date, whether or not received.  

            "Debt Service Coverage Ratio": With respect to any Mortgage Loan for
any twelve month period covered by an annual operating statement for the related
Mortgaged Property, the ratio of (i) Net Operating Income produced by the       
related Mortgaged Property during such period to (ii) the aggregate amount of   
Monthly Payments (other than any Balloon Payment) due under such Mortgage Loan  
during such period, provided that with respect to the Mortgage Loans indicated  
on Schedule 2, which pay interest only for a specified period of time set forth 
in the related Mortgage Loan documents and then pay principal and interest, the 
related Monthly Payment will be calculated (for purposes of this definition     
only) to include interest and principal (based on the remaining amortization    
term indicated in the Mortgage Loan Schedule).                                  

          "Default Interest": With respect to any Mortgage Loan or Companion
Loan, all interest accrued in respect of such Mortgage Loan or Companion Loan   
during such Due Period provided for in the related Mortgage Note or Mortgage as 
a result of a default (exclusive of late payment charges) that is in excess of  
interest at the related Mortgage Rate accrued on the unpaid principal balance of
such Mortgage Loan or Companion Loan outstanding from time to time.             

            "Defaulted Mortgage Loan": A Mortgage Loan (i) that is delinquent at
least sixty days in respect of its Monthly Payments or more than thirty days (or
sixty days with respect to the circumstances described in clause (ii) of the    
definition of Servicing Transfer Event) delinquent in respect of its Balloon    
Payment, if any, in either case such delinquency to be determined without giving
effect to any grace period permitted by the related Mortgage or Mortgage Note   
and without regard to any acceleration of payments under the related Mortgage   
and Mortgage Note or (ii) as to which the Master Servicer or Special Servicer   
has, by written notice to the related Mortgagor, accelerated the maturity of the
indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt,
a defaulted Companion Loan does not constitute a "Defaulted Mortgage Loan".     

"Defaulting Party": As defined in Section 7.01(b).      

"Defeasance Accounts": As defined in Section 3.20(k).   

"Defect": As defined in Section 2.02(f).                

   "Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an  
amount less than the then outstanding principal balance of the Mortgage Loan,   
which valuation results from a proceeding initiated under the Bankruptcy Code.  

      "Definitive Certificate": Any Certificate in definitive, fully
registered form without interest coupons.                                       

"Denomination": As defined in Section 5.01(a).          

            "Depositor": J.P. Morgan Chase Commercial Mortgage Securities Corp.,
a Delaware corporation, or its successor in interest.                           

    "Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository for purposes  
of registering those Certificates that are to be Book-Entry Certificates, is    
Cede & Co. The Depository shall at all times be a "clearing corporation" as     
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New  
York and a "clearing agency" registered pursuant to the provisions of Section   
17A of the Exchange Act.                                                        

           "Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects   
book-entry transfers and pledges of securities deposited with the Depository.   

"Depository Rules": As defined in Section 5.02(b).      

        "Determination Date": With respect to any Distribution Date, the
fourth Business Day preceding such Distribution Date.                           

      "Determination Information": As defined in Section 3.18(a)(i).

"Directing Certificateholder": The initial Directing    
Certificateholder shall be Anthracite Capital, Inc. Thereafter, the Directing   
Certificateholder shall be the Controlling Class Certificateholder (or a        
representative thereof) identified to the Master Servicer, the Special Servicer,
and the Trustee and the Paying Agent selected by more than 50% of the           
Controlling Class Certificateholders, by Certificate Balance, as certified by   
the Certificate Registrar from time to time; provided, however, that (i) absent 
such selection, or (ii) until a Directing Certificateholder is so selected or   
(iii) upon receipt of a notice from a majority of the Controlling Class         
Certificateholders, by Certificate Balance, that a Directing Certificateholder  
is no longer designated, the Controlling Class Certificateholder that owns the  
largest aggregate Certificate Balance of the Controlling Class will be the      
Directing Certificateholder.                                                    

         "Directly Operate": With respect to any REO Property (except with
respect to a Non-Serviced Mortgaged Property), the furnishing or rendering of   
services to the tenants thereof, that are not customarily provided to tenants in
connection with the rental of space "for occupancy only" within the meaning of  
Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of   
such REO Property, the holding of such REO Property primarily for sale to       
customers, the use of such REO Property in a trade or business conducted by the 
Trust Fund or on behalf of a Companion Holder or the performance of any         
construction work on the REO Property (other than the completion of a building  
or improvement, where more than 10% of the construction of such building or     
improvement was completed before default became imminent), other than through an
Independent Contractor; provided, however, that an REO Property shall not be    
considered to be Directly Operated 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 or capital expenditures with respect to such REO Property or takes
other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).   

            "Disqualified Organization": Any of (i) the United States, any State
or political subdivision thereof, any possession of the United States 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 a        
majority of its board of directors is not selected by such governmental unit),  
(ii) a foreign government, any international organization or any agency or      
instrumentality of any of the foregoing, (iii) any 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 (including the tax imposed 
by Section 511 of the Code on unrelated business taxable income), (iv) rural    
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the   
Code and (v) any other Person so designated by the Trustee based upon an Opinion
of Counsel as provided to the Trustee (at no expense to the Trustee) that the   
holding of an Ownership Interest in a Residual Certificate by such Person may   
cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC
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 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": With respect to any
Distribution Date, as to any Class of Regular Certificates, the Accrued         
Certificate Interest in respect of such Class of Regular Certificates for such  
Distribution Date, reduced (to not less than zero) by any allocations to such   
Class of Certificates (other than in the case of the Class X Certificates) of   
(i) the product of (a) any Net Aggregate Prepayment Interest Shortfall for such 
Distribution Date, multiplied by (b) a fraction, expressed as a decimal, the    
numerator of which is the Accrued Certificate Interest in respect of such Class 
of Certificates for such Distribution Date, and the denominator of which is the 
aggregate Accrued Certificate Interest in respect of all the Classes of Regular 
Certificates (other than the Class X Certificates) for such Distribution Date,  
and (ii) any Certificate Deferred Interest for such Distribution Date allocated 
to such Class of Certificates pursuant to Section 4.06(a).                      

          "Distribution Accounts": Collectively, the Upper-Tier Distribution
Account and the Lower-Tier Distribution Account, all of which may be subaccounts
of a single Eligible Account.                                                   

         "Distribution Date": The 15th day of each month, or, if such 15th
day is not a Business Day, on the next succeeding Business Day, beginning in    
January 2008.                                                                   

"DTC": As defined in Section 5.03(d).                   

            "Due Date": With respect to (i) any Mortgage Loan or Companion Loan,
on or prior to its Maturity Date, the day of the month set forth in the related 
Mortgage Note on which each Monthly Payment thereon is scheduled to be first    
due, (ii) any Mortgage Loan or Companion Loan after the Maturity Date therefor, 
the day of the month set forth in the related Mortgage Note on which each       
Monthly Payment on such Mortgage Loan or Companion Loan had been scheduled to be
first due, and (iii) any REO Loan, the day of the month set forth in the related
Mortgage Note on which each Monthly Payment on the related Mortgage Loan or     
Companion Loan had been scheduled to be first due.                              

            "Due Period": With respect to any Distribution Date and any Mortgage
Loan or Companion Loan, the period commencing on the day immediately succeeding 
the Due Date for such Mortgage Loan or Companion Loan occurring in the month    
preceding the month in which such Distribution Date occurs or the date that     
would have been the Due Date if the Mortgage Loan had a Due Date in such        
preceding month and ending on and including the Due Date for such Mortgage Loan 
or Companion Loan occurring in the month in which such Distribution Date occurs.
Notwithstanding the foregoing, in the event that the last day of a Due Period   
(or applicable grace period) is not a Business Day, any Monthly Payments        
received with respect to the Mortgage Loans or Companion Loan relating to such  
Due Period on the Business Day immediately following such day shall be deemed to
have been received during such Due Period and not during any other Due Period.  

"EDGAR": As defined in Section 11.03.                   

       "Eligible Account": Either (i) a segregated account or accounts
maintained with a federal or state chartered depository institution or trust    
company (including the Trustee), (A) the long-term unsecured debt obligations of
which are rated at least "A+" by S&P, if the deposits are to be held in such    
account for 30 days or more, and the short-term debt obligations of which have a
short-term rating of not less than "A-1" by S&P, if the deposits are to be held 
in such account for less than 30 days, (B) the long-term unsecured debt         
obligations of which are rated at least "Aa3" by Moody's, if the deposits are to
be held in such account for 30 days or more, and the short-term debt obligations
of which have a short-term rating of not less than "P-1" from Moody's, if the   
deposits are to be held in such account for less than 30 days, (C) the long term
unsecured debt obligations of which are rated at least "AA-" by Fitch, if the   
deposits are to be held in such account for 30 days or more, and the short-term 
debt obligations of which have a short-term rating of not less than "F-1" from  
Fitch, if the deposits are to be held in such account for less than 30 days, (D)
an account or accounts maintained with PNC Bank, National Association so long as
PNC Bank, National Association's long term unsecured debt rating shall be at    
least "A" from S&P and Fitch and "A-1" from Moody's (if the deposits are to be  
held in the account for more than 30 days) or PNC Bank, National Association's  
short term deposit or short term unsecured debt rating shall be at least "F-1"  
from Fitch, "P-1" from Moody's and "A-1" from S&P (if the deposits are to be    
held in the account for 30 days or less) and (E) such other account or accounts 
with respect to which each of the Rating Agencies shall have confirmed in       
writing that the then current rating assigned to any of the Certificates or any 
Serviced Companion Loan Securities will not be qualified, downgraded or         
withdrawn by reason thereof or (ii) a segregated trust account or accounts      
maintained with the corporate trust department of a federal or state chartered  
depository institution or trust company that, in either case, has corporate     
trust powers, acting in its fiduciary capacity, provided that any state         
chartered depository institution or trust company is subject to regulation      
regarding fiduciary funds substantially similar to 12 C.F.R. ss. 9.10(b).       
Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a
certificate of deposit, passbook or other similar instrument.                   

            "Eligible Investor": Either (i) a Qualified Institutional Buyer that
is purchasing for its own account or for the account of a Qualified             
Institutional Buyer to whom notice is given that the offer, sale or transfer is 
being made in reliance on Rule 144A or (ii) an Institutional Accredited         
Investor.                                                                       

         "Environmental Assessment": An "environmental site assessment" as
such term is defined in, and meeting the criteria of, the American Society of   
Testing Materials Standard Section E 1527-00, or any successor thereto.         

         "Environmental Indemnity Agreement": With respect to any Mortgage
Loan, any agreement between the Mortgagor (or a guarantor thereof) and the      
originator of such Mortgage Loan relating to the Mortgagor's obligation to      
remediate or monitor or indemnify for any environmental problems relating to the
related Mortgaged Property.                                                     

        "ERISA": The Employee Retirement Income Security Act of 1974, as
amended.                                                                        

       "ERISA Prohibited Holder": As defined in Section 5.02(c)(i)(A).

            "ERISA Restricted Certificate": Any Class L, Class M, Class N, Class
P, Class Q, Class T or Class NR Certificate; provided that any such Certificate:
(a) will cease to be considered an ERISA Restricted Certificate and (b) will    
cease to be subject to the transfer restrictions contained in Section 5.02(c)   
if, as of the date of a proposed transfer of such Certificate, either (i) it is 
rated in one of the four highest generic ratings categories by a Rating Agency  
or (ii) relevant provisions of ERISA would permit the transfer of such          
Certificate to a Plan.                                                          

            "Escrow Payment": Any payment received by the Master Servicer or the
Special Servicer for the account of any Mortgagor for application toward the    
payment of real estate taxes, assessments, insurance premiums, ground lease     
rents and similar items in respect of the related Mortgaged Property, including 
amounts for deposit to any reserve account.                                     

    "Euroclear": Euroclear Bank societe anonyme or any successor
thereto.                                                                        

          "Event of Default": One or more of the events described in Section
7.01(a).                                                                        

            "Exchange Act": The Securities Exchange Act of 1934, as amended from
time to time and the rules and regulations of the Commission thereunder.        

            "Fannie Mae": Federal National Mortgage Association or any successor
thereto.                                                                        

            "FASB 140": The Financial Accounting Standards Board's Statement No.
140, entitled "Accounting for Transfers and Servicing of Financial Assets and   
Extinguishment of Liabilities", issued in September 2002.                       

      "FDIC": Federal Deposit Insurance Corporation or any successor
thereto.                                                                        

         "Final Recovery Determination": A reasonable determination by the
Special Servicer, in consultation with the Directing Certificateholder, with    
respect to any Defaulted Mortgage Loan or Corrected Mortgage Loan (and, if      
applicable, any defaulted Companion Loan) or REO Property (other than a Mortgage
Loan or REO Property, as the case may be, that was purchased by any of the      
Mortgage Loan Sellers pursuant to Section 6 of the applicable Mortgage Loan     
Purchase Agreement, the Controlling Class Option Holder, the Companion Holder or
the Special Servicer pursuant to Section 3.18(b), any mezzanine lender pursuant 
to Section 3.18(e) or the Master Servicer, Special Servicer, the Holders of the 
Controlling Class, or the Holders of the Class LR Certificates pursuant to      
Section 9.01) that there has been a recovery of all Insurance and Condemnation  
Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries    
that, in the Special Servicer's judgment, which judgment was exercised without  
regard to any obligation of the Special Servicer to make payments from its own  
funds pursuant to Section 3.07(b), will ultimately be recoverable. The Directing
Certificateholder shall have ten (10) Business Days to review and approve each  
such recovery determination by the Special Servicer; provided, however, that if 
the Directing Certificateholder fails to approve or disapprove any recovery     
determination within ten (10) Business Days of receipt of the initial recovery  
determination, such consent shall be deemed given.                              

  "FIRREA": The Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as it may be amended from time to time.                

        "Fitch": Fitch, Inc., and its successors in interest. If neither
Fitch nor any successor remains in existence, "Fitch" shall be deemed to refer  
to such other nationally recognized statistical rating agency or other          
comparable Person designated by the Depositor, notice of which designation shall
be given to the Trustee, the Paying Agent, the Master Servicer, the Directing   
Certificateholder and the Special Servicer, and specific ratings of Fitch herein
referenced shall be deemed to refer to the equivalent ratings of the party so   
designated.                                                                     

       "Form 8-K Disclosure Information": As defined in Section 11.07.

    "Freddie Mac": Federal Home Loan Mortgage Corporation or any
successor thereto.                                                              

     "Gain-on-Sale Proceeds": With respect to any Mortgage Loan or
Companion Loan, as applicable, the excess of (i) Liquidation Proceeds net of any
related Liquidation Expenses over (ii) the Purchase Price for such Mortgage Loan
or Companion Loan, as applicable, on the date on which such Liquidation Proceeds
were received. For the avoidance of doubt, Gain-on-Sale Proceeds allocable to a 
Companion Loan shall not be assets of the Trust Fund, the Lower-Tier REMIC or   
the Upper-Tier REMIC.                                                           

           "Gain-on-Sale Reserve Account": A custodial account or accounts (or
subaccount of the Distribution Account) created and maintained by the Paying    
Agent, pursuant to Section 3.04(d) on behalf of the Trustee in trust for the    
Certificateholders, which shall be entitled "Wells Fargo Bank, N.A., as Paying  
Agent, in trust for the registered Holders of J.P. Morgan Chase Commercial      
Mortgage Securities Trust 2007-C1, Commercial Mortgage Pass-Through             
Certificates, Series 2007-C1, Gain-on-Sale Reserve Account." Any such account   
shall be an Eligible Account or a subaccount of an Eligible Account.            

        "General Servicing Standard": As defined in Section 3.01(a)(ii).

        "Ground Lease": The ground lease pursuant to which any Mortgagor
holds a leasehold interest in the related Mortgaged Property and any estoppels  
or other agreements executed and delivered by the ground lessor in favor of the 
lender under the Mortgage Loan.                                                 

          "Gurnee Mills Companion Note": Each of the Gurnee Mills Pari Passu
Companion Loans.                                                                

           "Gurnee Mills Controlling Holder": With respect to the Gurnee Mills
Whole Loan, the holder of the Gurnee Mills Pari Passu Companion Loans.          

          "Gurnee Mills Intercreditor Agreement": That certain Intercreditor
Agreement among the noteholders, dated as of September 28, 2007, by and among   
the holder of the Gurnee Mills Pari Passu Companion Loans and the holder of the 
Gurnee Mills Mortgage Loan, relating to the relative rights of such holders of  
the Gurnee Mills Whole Loan, as the same may be further amended in accordance   
with the terms thereof.                                                         

            "Gurnee Mills Mortgage Loan": With respect to the Gurnee Mills Whole
Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage   
Loan No. 4 on the Mortgage Loan Schedule), which is designated as promissory    
note A-3, and is pari passu in right of payment with the Gurnee Mills Pari Passu
Companion Loans to the extent set forth in the Gurnee Mills Intercreditor       
Agreement.                                                                      

       "Gurnee Mills Mortgaged Property": The Mortgaged Property which
secures the Gurnee Mills Whole Loan.                                            

           "Gurnee Mills Notes": The Gurnee Mills Mortgage Loan and the Gurnee
Mills Pari Passu Companion Loans.                                               

      "Gurnee Mills Pari Passu Companion Loans": With respect to the
Gurnee Mills Whole Loan, the related promissory notes made by the related       
mortgagor and secured by the mortgage on the Gurnee Mills Mortgaged Property and
designated as promissory notes A-1 and A-2, which are not included in the Trust 
and which are pari passu in right of payment to the Gurnee Mills Mortgage Loan  
to the extent set forth in the related Mortgage Loan documents and as provided  
in the Gurnee Mills Intercreditor Agreement.                                    

           "Gurnee Mills Whole Loan": The Gurnee Mills Mortgage Loan, together
with the Gurnee Mills Pari Passu Companion Loans, each of which is secured by   
the same Mortgage on the Gurnee Mills Mortgaged Property. References herein to  
the Gurnee Mills Whole Loan shall be construed to refer to the aggregate        
indebtedness under the Gurnee Mills Mortgage Loan and the Gurnee Mills Pari     
Passu Companion Loan.                                                           

            "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes or substances, including, without limitation, those so        
identified pursuant to CERCLA or any other federal, state or local environmental
related laws and regulations, and specifically including, without limitation,   
asbestos and asbestos-containing materials, polychlorinated biphenyls, radon    
gas, petroleum and petroleum products, urea formaldehyde and any substances     
classified as being "in inventory," "usable work in process" or similar         
classification which would, if classified as unusable, be included in the       
foregoing definition.                                                           

          "Independent": 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. When used with respect to any specified   
Person, any such Person who (i) is in fact independent of the Trustee, the      
Paying Agent, the Depositor, the Master Servicer, the Special Servicer, the     
Directing Certificateholder, the Companion Holders and all Affiliates thereof,  
(ii) does not have any material direct financial interest in or any material    
indirect financial interest in any of the Trustee, the Paying Agent, the        
Depositor, the Master Servicer, the Special Servicer, the Directing             
Certificateholder, the Companion Holders or any Affiliate thereof and (iii) is  
not connected with the Trustee, the Paying Agent, the Depositor, the Master     
Servicer, the Special Servicer, the Directing Certificateholder, the Companion  
Holders or any Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions; provided,    
however, that a Person shall not fail to be Independent of the Trustee, the     
Paying Agent, the Depositor, the Master Servicer, the Special Servicer, the     
Directing Certificateholder, the Companion Holders or any Affiliate thereof     
merely because such Person is the beneficial owner of 1% or less of any Class of
securities issued by the Trustee, the Paying Agent, the Depositor, the Master   
Servicer, the Special Servicer, the Directing Certificateholder, the Companion  
Holders or any Affiliate thereof, as the case may be, provided such ownership   
constitutes less than 1% of the total assets of such Person.                    

        "Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Trust within the meaning of Section
856(d)(3) of the Code if the Trust were a real estate investment trust (except  
that the ownership test set forth in that Section shall be considered to be met 
by any Person that owns, directly or indirectly, 35% or more of any Class of    
Certificates, or such other interest in any Class of Certificates as is set     
forth in an Opinion of Counsel, which shall be at no expense to the Trustee, the
Paying Agent, the Master Servicer, any Companion Holder or the Trust, delivered 
to the Trustee, the Paying Agent, any Companion Holder and the Master Servicer),
so long as the Trust does not receive or derive any income from such Person and 
provided that the relationship between such Person and the Trust is at arm's    
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5)    
(except that the Master Servicer or the Special Servicer shall not be considered
to be an Independent Contractor under the definition in this clause (i) unless  
an Opinion of Counsel has been delivered to the Trustee to that effect) or (ii) 
any other Person (including the Master Servicer and the Special Servicer) upon  
receipt by the Trustee, the Paying Agent and the Master Servicer of an Opinion  
of Counsel, which shall be at no expense to the Trustee, the Paying Agent, the  
Master Servicer or the Trust Fund, 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 or cause any     
income realized in respect of such REO Property to fail to qualify as Rents from
Real Property.                                                                  

"Initial Purchaser": J.P. Morgan Securities Inc.        

          "Initial Sub-Servicer": With respect to each Mortgage Loan that is
subject to a Sub-Servicing Agreement with the Master Servicer as of the Closing 
Date, the Sub-Servicer under any such Sub-Servicing Agreement.                  

         "Initial Sub-Servicing Agreement": Any Sub-Servicing Agreement in
effect as of the Closing Date.                                                  

  "Institutional Accredited Investor": An entity meeting the
requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated     
under the Act.                                                                  

          "Insurance and Condemnation Proceeds": All proceeds paid under any
Insurance Policy or in connection with the full or partial condemnation of a    
Mortgaged Property, in either case, to the extent such proceeds are not applied 
to the restoration of the related Mortgaged Property or released to the         
Mortgagor or any tenants or ground lessors, in either case, in accordance with  
the Servicing Standards (and in the case of any Serviced Mortgage Loan or       
Non-Serviced Mortgage Loan , to the extent any portion of such proceeds are     
received by the Master Servicer or Paying Agent in connection with such Serviced
Mortgage Loan or Non-Serviced Mortgage Loan, as the case may be, pursuant to the
allocations set forth in the related Intercreditor Agreement).                  

         "Insurance Policy": With respect to any Mortgage Loan, any hazard
insurance policy, flood insurance policy, title policy or other insurance policy
that is maintained from time to time in respect of such Mortgage Loan or the    
related Mortgaged Property.                                                     

            "Intercreditor Agreement": Each of the Block at Orange Intercreditor
Agreement, the Gurnee Mills Intercreditor Agreement, the Molasky Corporate      
Center Intercreditor Agreement, the PCTC Medical Building Intercreditor         
Agreement, the Tres Puentes IV, V, VI Intercreditor Agreement, the Westin       
Portfolio Intercreditor Agreement and any intercreditor agreement entered into  
in connection with the issuance to the direct or indirect equity holders in the 
Mortgagor of any future mezzanine indebtedness permitted under the related      
Mortgage Loan documents.                                                        

       "Interest Accrual Period": With respect to any Class of Regular
Certificates or the Uncertificated Lower-Tier Interests and any Distribution    
Date, the period beginning on the first day of the calendar month preceding the 
calendar month in which the related Distribution Date occurs and ending on the  
last day of the calendar month preceding the calendar month in which such       
Distribution Date occurs, calculated assuming that each month has 30 days and   
each year has 360 days.                                                         

            "Interest Distribution Amount": With respect to any Class of Regular
Certificates for any Distribution Date, an amount equal to the sum of the       
Distributable Certificate Interest and the Class Unpaid Interest Shortfall with 
respect to such Class of Regular Certificates for such Distribution Date and any
Accrued Interest From Recoveries for such Class, to the extent not previously   
paid for all prior Distribution Dates.                                          

          "Interest Reserve Account": The trust account or subaccount of the
Distribution Account created and maintained by the Paying Agent pursuant to     
Section 3.25 in the name of "Wells Fargo Bank, N.A., as Paying Agent, in trust  
for the registered holders of J.P. Morgan Chase Commercial Mortgage Securities  
Trust 2007-C1, Commercial Mortgage Pass-Through Certificates, Series 2007-C1,   
Interest Reserve Account," into which the amounts set forth in Section 3.25     
shall be deposited directly and which must be an Eligible Account or subaccount 
of an Eligible Account.                                                         

"Interest Reserve Loan": Each Actual/360 Mortgage Loan. 

            "Interested Person": The Depositor, the Master Servicer, the Special
Servicer, any Independent Contractor engaged by the Special Servicer, any Holder
of a Certificate, each Companion Holder (but only with respect to the related   
Serviced Whole Loan) or any Affiliate of any such Person.                       

"Investment Account": As defined in Section 3.06(a).    

          "Investment Representation Letter": As defined in Section 5.02(b).

          "Late Collections": With respect to any Mortgage Loan or Companion
Loan, all amounts received thereon prior to the related Determination Date,     
whether as payments, Insurance and Condemnation Proceeds, Liquidation Proceeds  
or otherwise, which represent late payments or collections of principal or      
interest due in respect of such Mortgage Loan or Companion Loan (without regard 
to any acceleration of amounts due thereunder by reason of default) on a Due    
Date prior to the immediately preceding Determination Date and not previously   
recovered. With respect to any REO Loan, all amounts received in connection with
the related REO Property prior to the related Determination Date, whether as    
Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenues or      
otherwise, which represent late collections of principal or interest due or     
deemed due in respect of such REO Loan or the predecessor Mortgage Loan or      
Companion Loan (without regard to any acceleration of amounts due under the     
predecessor Mortgage Loan or Companion Loan by reason of default) on a Due Date 
prior to the immediately preceding Determination Date and not previously        
recovered. The term "Late Collections" shall specifically exclude Penalty       
Charges.                                                                        

          "Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery 
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage   
Loan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 6
of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is     
purchased by the Controlling Class Option Holder or the Special Servicer        
pursuant to Section 3.18(b); (v) such Mortgage Loan is purchased by the Special 
Servicer, the Master Servicer, the Holders of the Controlling Class or the      
Holders of the Class LR Certificates pursuant to Section 9.01 or acquired by the
Sole Certificateholder in exchange for its Certificates pursuant to Section     
9.01; (vi) such Mortgage Loan is purchased by (a) the applicable Companion      
Holder pursuant to or as contemplated by Section 3.18(d) or (b) a mezzanine     
lender pursuant to the related Intercreditor Agreement; or (vii) such Mortgage  
Loan is purchased by a related Companion Holder pursuant to the related         
Intercreditor Agreement. With respect to any REO Property (and the related REO  
Loan), any of the following events: (i) a Final Recovery Determination is made  
with respect to such REO Property; (ii) such REO Property is purchased by the   
Master Servicer, the Special Servicer, the Holders of the Controlling Class or  
the Holders of the Class LR Certificates pursuant to Section 9.01; or (iii) such
REO Property is purchased by (a) the applicable Companion Holder pursuant to or 
as contemplated by Section 3.18(d) or (b) a mezzanine lender pursuant to the    
related Intercreditor Agreement.                                                

            "Liquidation Expenses": All customary, reasonable and necessary "out
of pocket" costs and expenses incurred by the Special Servicer in connection    
with a liquidation of any Specially Serviced Mortgage Loan or REO Property      
(except with respect to a Non-Serviced Mortgaged Property) pursuant to Section  
3.18 (including, without limitation, legal fees and expenses, committee or      
referee fees and, if applicable, brokerage commissions and conveyance taxes).   

     "Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Mortgage Loan or REO Property (except with   
respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer  
receives (i) a full or discounted payoff (or an unscheduled partial payment to  
the extent such prepayment is required by the Special Servicer as a condition to
a workout) with respect thereto from the related Mortgagor or (ii) any          
Liquidation Proceeds or Insurance and Condemnation Proceeds with respect to the 
related Mortgage Loan, or REO Property (in any case, other than amounts for     
which a Workout Fee has been paid, or will be payable), equal to the product of 
the Liquidation Fee Rate and the proceeds of such full or discounted payoff or  
other partial payment or the Liquidation Proceeds or Insurance and Condemnation 
Proceeds (net of the related costs and expenses associated with the related     
liquidation) related to such liquidated Specially Serviced Mortgage Loan or REO 
Property, as the case may be; provided, however, that no Liquidation Fee shall  
be payable with respect to any event described in (1) clause (iii)(A) of the    
definition of "Liquidation Proceeds," except for purchases by an unaffiliated   
assignee of the Majority Controlling Class Certificateholder or the Special     
Servicer (which assignment was for no material consideration) that purchases    
such Specially Serviced Mortgage Loan more than 90 days following the Special   
Servicer's initial determination of the fair value of such Specially Serviced   
Mortgage Loan, (2) clause (iv) of the definition of "Liquidation Proceeds" if   
such repurchase occurs within the time parameters set forth in this Agreement   
and in the related Mortgage Loan Purchase Agreement, (3) clause (v) and clause  
(vi) of the definition of "Liquidation Proceeds," as long as, with respect to a 
purchase pursuant to clause (vi)(a) or (vi)(b), the repurchase occurs within 90 
days after such option first becomes exercisable by the related mezzanine lender
or holder of a Companion Loan, or (4) with respect to a Serviced Companion Loan,
a purchase or repurchase of a Serviced Companion Loan under an Other Pooling and
Servicing Agreement (for the avoidance of doubt, a Liquidation Fee payable under
this Agreement, in accordance herewith, may be payable on the entire Serviced   
Whole Loan).                                                                    

"Liquidation Fee Rate": A rate equal to 1.00%.          

       "Liquidation Proceeds": Cash amounts received by or paid to the
Master Servicer or the Special Servicer in connection with: (i) the liquidation 
(including a payment in full) of a Mortgaged Property or other collateral       
constituting security for a Defaulted Mortgage Loan through a trustee's sale,   
foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof
required to be released to the related Mortgagor in accordance with applicable  
law and the terms and conditions of the related Mortgage Note and Mortgage; (ii)
the realization upon any deficiency judgment obtained against a Mortgagor; (iii)
(A) the purchase of a Defaulted Mortgage Loan by the Option Holder pursuant to  
Section 3.18(a) or (B) any other sale thereof pursuant to Section 3.18(c) and   
Section 3.18(e); (iv) the repurchase of a Mortgage Loan by the applicable       
Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase
Agreement; (v) the purchase of a Mortgage Loan or REO Property by the Holders of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders 
of the Class LR Certificates pursuant to Section 9.01; or (vi) the purchase of a
Mortgage Loan or an REO Property by (a) the applicable Companion Holder pursuant
to Section 3.18(d), or (b) any mezzanine lender under a mezzanine loan made to  
an owner of the Mortgagor of the related Mortgage Loan or REO Loan.             

           "Lower-Tier Distribution Account": The segregated account, accounts
or sub-accounts created and maintained by the Paying Agent pursuant to Section  
3.04(b) in trust for the Certificateholders, which shall be entitled "Wells     
Fargo Bank, N.A., as Paying Agent, in trust for the registered Holders of J.P.  
Morgan Chase Commercial Mortgage Securities Trust 2007-C1, Commercial Mortgage  
Pass-Through Certificates, Series 2007-C1, Lower-Tier Distribution Account." Any
such account, accounts or sub-accounts shall be an Eligible Account.            

        "Lower-Tier Distribution Amount": As defined in Section 4.01(b).

   "Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interests, (i) on or prior to the first Distribution  
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class 
as specified in the Preliminary Statement hereto, and (ii) as of any date of    
determination after the first Distribution Date, an amount equal to the         
Certificate Balance of the Class of Related Certificates on the Distribution    
Date immediately prior to such date of determination (determined as adjusted    
pursuant to Section 1.02(iii)), and in the case of the Class LA-1-1, Class      
LA-1-2, Class LA-1-3, Class LA-1-4, Class LA-2-1, Class LA-2-2, Class LA-3-1,   
Class LA-3-2, Class LA-3-3, Class LA-3-4, Class LA-4-1, Class LA-4-2, Class     
LA-4-3, Class LA-4-4, Class LA-4-5, Class LA-4-6, Class LA-4-7, Class LA-4-8,   
Class LA-SB-1, Class LA-SB-2, Class LA-SB-3, Class LA-SB-4, Class LA-SB-5, Class
LA-SB-6, Class LA-M, Class LA-J, Class LB, Class LC, Class LD, Class LE, Class  
LF-1, Class LF-2, Class LG-1, Class LG-2, Class LG-3, Class LH-1, Class LH-2,   
Class LJ-1, Class LJ-2, Class LJ-3, Class LK-1, Class LK-2, Class LL-1, Class   
LL-2, Class LM-1, Class LM-2, Class LN, Class LP-1, Class LP-2, Class LQ, Class 
LT, Class LNR-1, Class LNR-2, Class LNR-3 and Class LNR-4 Uncertificated        
Interests, as set forth in Section 4.01(b)).                                    

           "Lower-Tier REMIC": One of two separate REMICs comprising a portion
of the Trust Fund, the assets of which consist of the Mortgage Loans, any REO   
Property with respect thereto (or an allocable portion thereof, in the case of  
any Serviced Mortgage Loan), or the Trust Fund's beneficial interest in the REO 
Property with respect to a Non-Serviced Whole Loan, such amounts as shall from  
time to time be held in the Certificate Account (other than with respect to the 
Companion Loans), the REO Account, if any, the Interest Reserve Account, the    
Gain-on-Sale Reserve Account and the Lower-Tier Distribution Account, and all   
other property included in the Trust Fund that is not in the Upper-Tier REMIC.  

         "LTV Ratio": With respect to any Mortgage Loan, as of any date of
determination, a fraction, expressed as a percentage, the numerator of which is 
the scheduled principal balance of such Mortgage Loan as of such date (assuming 
no defaults or prepayments on such Mortgage Loan prior to that date), and the   
denominator of which is the Appraised Value of the related Mortgaged Property.  

"MAI": Member of the Appraisal Institute.               

           "Majority Controlling Class Certificateholder": As of any date, the
Controlling Class Certificateholder owning a majority of the Percentage         
Interests in the Controlling Class.                                             

      "Master Servicer": With respect to each of the Mortgage Loans,
Capmark Finance Inc., a California corporation, and its successors in interest  
and assigns, or any successor appointed as allowed herein.                      

            "Maturity Date": With respect to any Mortgage Loan or Companion Loan
as of any date of determination, the date on which the last payment of principal
is due and payable under the related Mortgage Note, after taking into account   
all Principal Prepayments received prior to such date of determination, but     
without giving effect to (i) any acceleration of the principal of such Mortgage 
Loan or Companion Loan by reason of default thereunder or (ii) any grace period 
permitted by the related Mortgage Note.                                         

"Merger Notice": As defined in Section 6.02(b).         

       "Mezz Cap AB Companion Loan": Each of the PCTC Medical Building
Subordinate Companion Loan and the Tres Puentes IV, V, VI Subordinate Companion 
Loan                                                                            

         "Mezz Cap AB Mortgage Loan Intercreditor Agreements": Each of the
PCTC Medical Building Intercreditor Agreement and the Tres Puentes IV, V, VI    
Intercreditor Agreement.                                                        

         "Mezz Cap AB Whole Loan": Each of the PCTC Medical Building Whole
Loan and the Tres Puentes IV, V, VI Whole Loan.                                 

        "Molasky Corporate Center Companion Note": The Molasky Corporate
Center Pari Passu Companion Loan.                                               

     "Molasky Corporate Center Controlling Holder": Initially, the
Directing Certificateholder and otherwise the Holder of Note 2 as set forth in  
the related Intercreditor Agreement.                                            

        "Molasky Corporate Center Intercreditor Agreement": That certain
Intercreditor Agreement among the noteholders, dated as of December 20, 2007, by
and among the holder of the Molasky Corporate Center Pari Passu Companion Loan  
and the holder of the Molasky Corporate Center Mortgage Loan, relating to the   
relative rights of such holders of the Molasky Corporate Center Whole Loan, as  
the same may be further amended in accordance with the terms thereof.           

     "Molasky Corporate Center Mortgage Loan": With respect to the
Molasky Corporate Center Whole Loan, the Mortgage Loan that is included in the  
Trust (identified as Mortgage Loan Nos. 7 and 8 on the Mortgage Loan Schedule), 
designated as promissory notes 2 and 3, and is pari passu in right of payment   
with the Molasky Corporate Center Pari Passu Companion Loan and subordinate in  
right of payment with the Molasky Corporate Center Pari Passu Companion Loan to 
the extent set forth in the Molasky Corporate Center Intercreditor Agreement.   

    "Molasky Corporate Center Mortgaged Property": The Mortgaged
Properties which secure the Molasky Corporate Center Whole Loan, collectively.  

      "Molasky Corporate Center Notes": The Molasky Corporate Center
Mortgage Loan and the Molasky Corporate Center Pari Passu Companion Loan.       

          "Molasky Corporate Center Pari Passu Companion Loan": With respect
to the Molasky Corporate Center Whole Loan, the related promissory note made by 
the related mortgagor and secured by the mortgage on the Molasky Corporate      
Center Mortgaged Property and designated as promissory note 1, which is not     
included in the Trust and which is pari passu in right of payment to the Molasky
Corporate Center Mortgage Loan and superior in right of payment to the Molasky  
Corporate Center Mortgage Loan to the extent set forth in the related Mortgage  
Loan documents and as provided in the Molasky Corporate Center Intercreditor    
Agreement.                                                                      

           "Molasky Corporate Center Whole Loan": The Molasky Corporate Center
Mortgage Loan, together with the Molasky Corporate Center Pari Passu Companion  
Loan, each of which is secured by the same Mortgage on the Molasky Corporate    
Center Mortgaged Property. References herein to the Molasky Corporate Center    
Whole Loan shall be construed to refer to the aggregate indebtedness under the  
Molasky Corporate Center Mortgage Loan and the Molasky Corporate Center Pari    
Passu Companion Loan.                                                           

         "Monthly Payment": With respect to any Mortgage Loan or Companion
Loan, the scheduled monthly payment of principal and/or interest on such        
Mortgage Loan or Companion Loan, including any Balloon Payment, which is payable
(as the terms of the applicable Mortgage Loan or Companion Loan may be changed  
or modified in connection with a bankruptcy or similar proceedings involving the
related Mortgagor or by reason of a modification, extension, waiver or amendment
granted or agreed to pursuant to the terms hereof) by a Mortgagor from time to  
time under the related Mortgage Note and applicable law, without regard to any  
acceleration of principal of such Mortgage Loan or Companion Loan by reason of  
default thereunder.                                                             

         "Moody's": Moody's Investors Service, Inc. If neither Moody's nor
any successor remains in existence, "Moody's" shall be deemed to refer to such  
other nationally recognized statistical rating agency or other comparable Person
designated by the Depositor, notice of which designation shall be given to the  
Trustee, the Paying Agent, the Master Servicer and the Special Servicer, and    
specific ratings of Moody's herein referenced shall be deemed to refer to the   
equivalent ratings of the party so designated.                                  

         "Mortgage": With respect to any Mortgage Loan and Companion Loan,
the mortgage, deed of trust or other instrument securing a Mortgage Note and    
creating a lien on the fee and/or leasehold interest in the related Mortgaged   
Property.                                                                       

          "Mortgage Deferred Interest": With respect to any Mortgage Loan as
of any Due Date that has been modified to reduce the rate at which interest is  
paid currently below the Mortgage Rate and capitalize the amount of such        
interest reduction, the excess, if any, of (a) interest accrued on the Stated   
Principal Balance thereof during the one-month interest accrual period set forth
in the related Mortgage Note at the related Mortgage Rate over (b) the interest 
portion of the related Monthly Payment, as so modified or reduced, or, if       
applicable, Assumed Scheduled Payment due on such Due Date.                     

         "Mortgage File": With respect to each Mortgage Loan and Companion
Loan, if applicable, but subject to Section 2.01, collectively the following    
documents:                                                                      

       (i) the original executed Mortgage Note bearing, or
           accompanied by, all prior and intervening endorsements, assignments
         or allonges showing a complete chain of endorsement or assignment
   from the originator of the Mortgage Loan to the most recent
         endorsee, and further endorsed (at the direction of the Depositor
           given pursuant to the applicable Mortgage Loan Purchase Agreement),
     on its face or by allonge attached thereto, without recourse,
          representation or warranty, express or implied to the order of the
       Trustee in the following form: "Pay to the order of Wells Fargo
        Bank, N.A., as trustee for the registered holders of J.P. Morgan
      Chase Commercial Mortgage Securities Trust 2007-C1, Commercial
        Mortgage Pass-Through Certificates, Series 2007-C1" or in blank,
           provided that the requirements of this clause (i) will be satisfied
          by delivery of a signed lost note affidavit and indemnity properly
           assigned or endorsed to the Trustee as described above, with a copy
of the Mortgage Note attached to it;                    

            (ii) the original Mortgage (or a certified or other copy
       thereof from the applicable recording office) and originals (or
          certified or other copies from the applicable recording office) of
       any intervening assignments thereof showing a complete chain of
       assignment from the originator of the Mortgage Loan to the most
           recent mortgagee of record, in each case with evidence of recording
   indicated thereon (except for recording information not yet
       available if the Mortgage or an assignment thereof has not been
returned from the applicable recording office);         

                 (iii) an original assignment of the Mortgage, in complete and
           recordable form (except for recording information not yet available
       if the instrument being assigned has not been returned from the
          applicable recording office), executed by the most recent assignee
  of record thereof prior to the Trustee, or if none, by the
            originator to "Wells Fargo Bank, N.A., as trustee for the registered
         holders of J.P. Morgan Chase Commercial Mortgage Securities Trust
      2007-C1, Commercial Mortgage Pass-Through Certificates, Series
          2007-C1" or in blank and, in the case of a Serviced Whole Loan, in
     its capacity as "lead lender" under the related Intercreditor
          Agreement on behalf of the related Serviced Companion Noteholders;

                (iv) an original or copy of any related Assignment of Leases
       (if such item is a document separate from the Mortgage) and the
            originals or copies of any intervening assignments thereof showing a
        complete chain of assignment from the originator of the Mortgage
     Loan to the most recent assignee of record, in each case with
           evidence of recording thereon (except for recording information not
           yet available if the Mortgage or an assignment thereof has not been
returned from the applicable recording office);         

                  (v) an original assignment of any related Assignment of Leases
         (if such item is a document separate from the Mortgage and to the
           extent not already assigned pursuant to preceding clause (iii)), in
           recordable form (except for recording information not yet available
       if the instrument being assigned has not been returned from the
            applicable recording office), executed by the applicable assignee of
        record to "Wells Fargo Bank, N.A., as trustee for the registered
         holders of J.P. Morgan Chase Commercial Mortgage Securities Trust
      2007-C1, Commercial Mortgage Pass-Through Certificates, Series
          2007-C1" or in blank and, in the case of a Serviced Whole Loan, in
     its capacity as "lead lender" under the related Intercreditor
          Agreement on behalf of the related Serviced Companion Noteholders;

                  (vi) an original or copy of any related Security Agreement (if
   such item is a document separate from the Mortgage) and the
            originals or copies of any intervening assignments thereof showing a
        complete chain of assignment from the originator of the Mortgage
Loan to the applicable Mortgage Loan Seller;            

                  (vii) an original assignment of any related Security Agreement
            (if such item is a document separate from the Mortgage), in complete
       form (except for recording information not yet available if the
           instrument being assigned has not been returned from the applicable
          recording office), executed by the applicable Mortgage Loan Seller
            to "Wells Fargo Bank, N.A., as trustee for the registered holders of
       J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1,
            Commercial Mortgage Pass-Through Certificates, Series 2007-C1" or in
           blank and, in the case of a Serviced Whole Loan, in its capacity as
            "lead lender" under the related Intercreditor Agreement on behalf of
the related Serviced Companion Noteholders;             

                (viii) originals or copies of all consolidation, assumption,
         modification, written assurance and substitution agreements, with
            evidence of recording thereon, where appropriate, in those instances
           where the terms or provisions of the Mortgage, Mortgage Note or any
           related security document have been consolidated or modified or the
Mortgage Loan has been assumed;                         

               (ix) the original lender's title insurance policy or a copy
          thereof, together with all endorsements or riders that were issued
       with or subsequent to the issuance of such policy, insuring the
          priority of the Mortgage as a first lien on the Mortgagor's fee or
          leasehold interest in the Mortgaged Property, or if the policy has
         not yet been issued, an original or copy of a "marked-up" written
           commitment (marked as binding and in all cases countersigned by the
           title insurer or its authorized agent) or the pro forma or specimen
            title insurance policy (accepted or approved in writing by the title
            insurer or its authorized agent) or an agreement to provide the same
     pursuant to lender's escrow trust instructions executed by an
          authorized representative of the title insurance company, provided
       the policy is issued within 18 months from the Closing Date, in
connection with the related Mortgage Loan;              

                  (x) the original or copy of any guaranty of the obligations of
 the Mortgagor under the Mortgage Loan and any intervening
assignments;                                            

      (xi) all UCC Financing Statements, assignments and
           continuation statements or copies thereof, as filed or recorded, or
         in form that is complete and suitable for filing or recording, as
           appropriate, or other evidence of filing or recording sufficient to
           perfect (and maintain the perfection of) the security interest held
           by the originator of the Mortgage Loan (and each assignee of record
          prior to the Trustee) in and to the personalty of the Mortgagor at
       the Mortgaged Property (in each case with evidence of filing or
    recording thereon, with the exception of filing or recording
          information not yet available because the UCC Financing Statement,
         assignment or continuation statement, as the case may be, has not
          yet been returned from the applicable filing or recording office),
and to transfer such security interest to the Trustee;  

                (xii) the original power of attorney or a copy thereof (with
      evidence of recording thereon) granted by the Mortgagor if the
           Mortgage, Mortgage Note or other document or instrument referred to
above was not signed by the Mortgagor;                  

             (xiii) with respect to any Mortgage Loans with Additional
       Debt, a co-lender agreement, a subordination agreement or other
            intercreditor agreement, pursuant to which such Additional Debt will
         be subordinated to, or pari passu with, such Mortgage Loan as set
forth in such intercreditor agreement;                  

              (xiv) any additional documents required to be added to the
Mortgage File pursuant to this Agreement;               

              (xv) with respect to any Mortgage Loan secured by a ground
         lease, the related ground lease or a copy thereof and any related
ground lessor estoppels;                                

               (xvi) a copy of any letter of credit securing such Mortgage
            Loan and, within sixty (60) days of the Closing Date or such earlier
         date as required by the issuer of the letter of credit, a copy of
         the appropriate transfer or assignment documents (which may be in
the form of an amendment) for such letter of credit;    

           (xvii) a copy of any Environmental Indemnity Agreement,
   together with a copy of any environmental insurance policy;

(xviii) a copy of any loan agreement(s);    

(xix) a copy of any escrow agreement(s);    

        (xx) a copy of any property management agreement(s);

                (xxi) a copy of any franchise agreements and comfort letters
related thereto;                                        

                  (xxii) a copy of any lock-box or cash management agreement(s);

               (xxiii) a list related to such Mortgage Loan indicating the
        related Mortgage Loan documents included in the related Mortgage
File (the "Mortgage Loan Checklist");                   

                 (xxiv) a copy of all environmental reports that were received
       by the applicable Mortgage Loan Seller relating to the relevant
Mortgaged Property;                                     

                 (xxv) with respect to each Mortgage Loan that has one or more
            Companion Loan(s), the related Intercreditor Agreement and a copy of
          each Mortgage Note relating to such Companion Loan(s), rather than
the original; and                                       

                  (xxvi) with respect to a Non-Serviced Mortgage Loan, a copy of
the related Non-Serviced Pooling Agreement;             

provided, however, that (a) whenever the term "Mortgage File" is used to refer  
to documents held by the Trustee, or a Custodian appointed thereby, such term   
shall not be deemed to include such documents and instruments required to be    
included therein unless they are actually received by the Trustee or a Custodian
appointed thereby, (b) if there exists with respect to any Crossed Group only   
one original or certified copy of any document referred to in the definition of 
"Mortgage File" covering all of the Mortgage Loans in such Crossed Group, then  
the inclusion of such original or certified copy in the Mortgage File for any of
the Mortgage Loans constituting such Crossed Group shall be deemed the inclusion
of such original or certified copy in the Mortgage File for each such Mortgage  
Loan, (c) to the extent that this Agreement refers to a "Mortgage File" for any 
Companion Loan, such "Mortgage File" shall be construed to mean the Mortgage    
File for the related Mortgage Loan (except that references to the Mortgage Note 
for the Companion Loan otherwise described above shall be construed to instead  
refer to a photocopy of such Mortgage Note), (d) the execution and/or           
recordation of any assignment of Mortgage, any separate assignment of Assignment
of Leases and any assignment of any UCC Financing Statement in the name of the  
Trustee shall not be construed to limit the beneficial interest of the related  
Companion Holder(s) in such instrument and the benefits intended to be provided 
to them by such instrument, it being acknowledged that (i) the Trustee shall    
hold such record title for the benefit of the Trust as the holder of the related
Mortgage Loan and the related Companion Holder(s) collectively and (ii) any     
efforts undertaken by the Trustee, the Master Servicer, or the Special Servicer 
on its behalf to enforce or obtain the benefits of such instrument shall be     
construed to be so undertaken by Trustee, the Master Servicer or the Special    
Servicer for the benefit of the Trust as the holder of the applicable Mortgage  
Loan and the related Companion Holder(s) collectively, and (e) with respect to  
the Non-Serviced Mortgage Loans, the preceding document delivery requirements   
will be met by the delivery by the applicable Mortgage Loan Seller of copies of 
the documents specified above (other than the Mortgage Note and intervening     
endorsements evidencing such Mortgage Loan, with respect to which the original  
shall be required), including a copy of the Mortgage securing the applicable    
Mortgage Loan.                                                                  

            "Mortgage Loan": Each of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 and from time to time held in the Trust 
Fund. As used herein, the term "Mortgage Loan" includes the related Mortgage    
Note, Mortgage and other documents contained in the related Mortgage File and   
any related agreements. As used in this Agreement, the term "Mortgage Loan" does
not include any Companion Loan.                                                 

            "Mortgage Loan Checklist": As defined in the definition of "Mortgage
File."                                                                          

          "Mortgage Loan Purchase Agreement": Each of the agreements between
the Depositor and each Mortgage Loan Seller, relating to the transfer of all of 
such Mortgage Loan Seller's right, title and interest in and to the related     
Mortgage Loans.                                                                 

           "Mortgage Loan Schedule": The list of Mortgage Loans transferred on
the Closing Date to the Trustee as part of the Trust Fund, attached hereto as   
Exhibit B, which list sets forth the following information with respect to each 
Mortgage Loan:                                                                  

                (i) the loan identification number and loan servicing number
(as specified in Annex A-1 to the Prospectus);          

(ii) the Mortgagor's name;                  

               (iii) the street address (including city, state, county and
zip code) and name of the related Mortgaged Property;   

    (iv) the Mortgage Rate in effect at origination;

            (v) the Net Mortgage Rate in effect at the Cut-off Date;

(vi) the original principal balance;        

(vii) the Cut-off Date Principal Balance;   

                  (viii) the (a) original term to stated maturity, (b) remaining
term to stated maturity and (c) Maturity Date;          

       (ix) the original and remaining amortization terms;

              (x) the amount of the Monthly Payment due on the first Due
Date following the Cut-off Date;                        

(xi) the applicable Servicing Fee Rate;     

                (xii) whether the Mortgage Loan is a 30/360 Mortgage Loan or
an Actual/360 Mortgage Loan;                            

(xiii) [Reserved];                          

(xiv) [Reserved];                           

             (xv) whether such Mortgage Loan is secured by the related
Mortgagor's interest in a ground lease;                 

                 (xvi) identifying any Mortgage Loans with which such Mortgage
Loan is cross-defaulted or cross-collateralized;        

                (xvii) the originator of such Mortgage Loan and the Mortgage
Loan Seller;                                            

       (xviii) whether such Mortgage Loan has a guarantor;

              (xix) whether such Mortgage Loan is secured by a letter of
credit;                                                 

          (xx) amount of any reserve or escrowed funds that were
 deposited at origination and any ongoing periodic deposit
requirements;                                           

(xxi) number of grace days;                 

          (xxii) whether a cash management agreement or lock-box
agreement is in place;                                  

              (xxiii) the general property type of the related Mortgaged
Property;                                               

        (xxiv) whether the Mortgage Loan permits defeasance;

(xxv) the interest accrual period;          

(xxvi) [Reserved]; and                      

                 (xxvii) the number of units, pads or square feet with respect
to each Mortgaged Property.                             

         Such Mortgage Loan Schedule shall also set forth the aggregate of
the amounts described under clause (vii) above for all of the Mortgage Loans.   
Such list may be in the form of more than one list, collectively setting forth  
all of the information required.                                                

     "Mortgage Loan Seller": Each of JPMorgan Chase Bank, National
Association, a national banking association, or its successor in interest and   
Natixis Real Estate Capital Inc., a New York corporation, or its successor in   
interest.                                                                       

  "Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan or Companion Loan, together   
with any rider, addendum or amendment thereto.                                  

            "Mortgage Rate": With respect to: (i) any Mortgage Loan or Companion
Loan on or prior to its Maturity Date, the annual rate at which interest is     
scheduled (in the absence of a default) to accrue on such Mortgage Loan or      
Companion Loan from time to time in accordance with the related Mortgage Note   
and applicable law; or (ii) any Mortgage Loan or Companion Loan after its       
Maturity Date, the annual rate described in clause (i) above determined without 
regard to the passage of such Maturity Date.                                    

        "Mortgaged Property": The real property subject to the lien of a
Mortgage.                                                                       

          "Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has acquired the related Mortgaged Property 
and assumed the obligations of the original obligor under the Mortgage Note.    

          "Net Aggregate Prepayment Interest Shortfall": With respect to any
Distribution Date, the amount, if any, by which (a) the aggregate of all        
Prepayment Interest Shortfalls incurred in connection with the receipt of       
Principal Prepayments on the Mortgage Loans during the related Due Period,      
exceeds (b) the aggregate amount deposited by the Master Servicer in the        
Certificate Account for such Distribution Date pursuant to Section 3.19 in      
connection with such Prepayment Interest Shortfalls.                            

           "Net Investment Earnings": With respect to the Certificate Account,
the Servicing Accounts or the REO Account for any period from any Distribution  
Date to the immediately succeeding P&I Advance Date, the amount, if any, by     
which the aggregate of all interest and other income realized during such period
on funds relating to the Trust Fund held in such account, exceeds the aggregate 
of all losses, if any, incurred during such period in connection with the       
investment of such funds in accordance with Section 3.06.                       

           "Net Investment Loss": With respect to the Certificate Account, the
Servicing Accounts or the REO Account for any period from any Distribution Date 
to the immediately succeeding P&I Advance Date, the amount by which the         
aggregate of all losses, if any, incurred during such period in connection with 
the investment of funds relating to the Trust Fund held in such account in      
accordance with Section 3.06, exceeds the aggregate of all interest and other   
income realized during such period on such funds.                               

          "Net Mortgage Rate": With respect to any Mortgage Loan or REO Loan
as of any date of determination, a rate per annum equal to the related Mortgage 
Rate then in effect, minus the Administrative Cost Rate; provided, that for     
purposes of calculating Pass-Through Rates, the Net Mortgage Rate for any       
Mortgage Loan will be determined without regard to any modification, waiver or  
amendment of the terms of such Mortgage Loan, whether agreed to by the Master   
Servicer or the Special Servicer or resulting from a bankruptcy, insolvency or  
similar proceeding involving the Mortgagor; provided, further, that if any      
Mortgage Loan does not accrue interest on the basis of a 360-day year consisting
of twelve 30-day months, then, solely for purposes of calculating Pass-Through  
Rates, the Net Mortgage Rate of such Mortgage Loan for any one-month period     
preceding a related Due Date will be the annualized rate at which interest would
have to accrue in respect of such Mortgage Loan on the basis of a 360-day year  
consisting of twelve 30-day months in order to produce the aggregate amount of  
interest actually accrued (exclusive of Default Interest) in respect of such    
Mortgage Loan during such one-month period at the related Net Mortgage Rate;    
provided, further, that, with respect to each Interest Reserve Loan, the Net    
Mortgage Rate for the one month period (A) preceding the Due Dates that occur in
January and February in any year which is not a leap year or preceding the Due  
Date that occurs in February in any year which is a leap year (in either case,  
unless the related Distribution Date is the final Distribution Date), will be   
the per annum rate stated in the related Mortgage Note less the related         
Administrative Cost Rate and (B) preceding the Due Date in March (or February,  
if the related Distribution Date is the final Distribution Date), will be       
determined inclusive of the amounts withheld in the immediately preceding       
January and February, if applicable. With respect to any REO Loan, the Net      
Mortgage Rate shall be calculated as described above, determined as if the      
predecessor Mortgage Loan had remained outstanding.                             

           "Net Operating Income": With respect to any Mortgaged Property, for
any Mortgagor's fiscal year end, Net Operating Income will be calculated in     
accordance with the standard definition of "Net Operating Income" approved from 
time to time endorsed and put forth by the CMSA.                                

            "New Lease": Any lease of REO Property entered into at the direction
of the Special Servicer on behalf of the Trust, including any lease renewed,    
modified or extended on behalf of the Trust, if the Trust has the right to      
renegotiate the terms of such lease.                                            

          "NMWHFIT": A "Non-Mortgage Widely Held Fixed Investment Trust," as
that term is defined in Treasury Regulations Section 1.671-5(b)(12) or successor
provisions.                                                                     

   "Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.                                               

        "Nonrecoverable P&I Advance": Any P&I Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Loan which, in the     
reasonable judgment of the Master Servicer or the Trustee, as applicable, will  
not be ultimately recoverable, together with any accrued and unpaid interest    
thereon at the Reimbursement Rate, from Late Collections or any other recovery  
on or in respect of such Mortgage Loan or REO Loan; provided, however, that the 
Special Servicer may, at its option, in consultation with the Directing         
Certificateholder, make a determination in accordance with the Servicing        
Standards, that any P&I Advance previously made or proposed to be made is a     
Nonrecoverable P&I Advance and shall deliver to the Master Servicer (and with   
respect to a Serviced Mortgage Loan, to any Other Servicer, and with respect to 
a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer) and  
the Trustee notice of such determination. Any such determination shall be       
conclusive and binding on the Master Servicer and the Trustee, provided,        
however, the Special Servicer shall have no such option to make an affirmative  
determination that any P&I Advance is or would be recoverable and in the absence
of a determination by the Special Servicer that such P&I Advance is or would be 
a Non-Recoverable P&I Advance, such decision shall remain with the Master       
Servicer or Trustee, as applicable. Notwithstanding the foregoing, if the       
Special Servicer makes a determination that only a portion, and not all, of any 
previously made or proposed P&I Advance is a Nonrecoverable P&I Advance, the    
Master Servicer and the Trustee shall have the right to make its own subsequent 
determination that any remaining portion of any such previously made or proposed
P&I Advance is a Nonrecoverable P&I Advance. In making such recoverability      
determination, the Master Servicer, Special Servicer or Trustee, as applicable, 
will be entitled (a) to consider (among other things) (i) the obligations of the
Mortgagor under the terms of the related Mortgage Loan as it may have been      
modified and (ii) the related Mortgaged Properties in their "as is" or then     
current conditions and occupancies, as modified by such party's assumptions     
(consistent with the Servicing Standards in the case of the Master Servicer and 
the Special Servicer or in its good faith business judgment in the case of the  
Trustee, solely in its capacity as Trustee) regarding the possibility and       
effects of future adverse change with respect to such Mortgaged Properties, (b) 
to estimate and consider (among other things) future expenses, (c) to estimate  
and consider (consistent with the Servicing Standards in the case of the Master 
Servicer and the Special Servicer or in its good faith business judgment in the 
case of the Trustee, solely in its capacity as Trustee) (among other things) the
timing of recoveries and (d) to give due regard to the existence of any         
Nonrecoverable Advances which, at the time of such consideration, the recovery  
of which are being deferred or delayed by the Master Servicer, in light of the  
fact that related proceeds are a source of recovery not only for the Advance    
under consideration but also a potential source of recovery for such delayed or 
deferred Advance. In addition, any Person, in considering whether a P&I Advance 
is a Nonrecoverable Advance, will be entitled to give due regard to the         
existence of any outstanding Nonrecoverable Advance or Workout Delayed          
Reimbursement Amount with respect to other Mortgage Loans which, at the time of 
such consideration, the reimbursement of which is being deferred or delayed by  
the Master Servicer or the Trustee because there is insufficient principal      
available for such reimbursement, in light of the fact that proceeds on the     
related Mortgage Loan are a source of reimbursement not only for the P&I Advance
under consideration, but also as a potential source of reimbursement of such    
Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may
be being deferred or delayed. In addition, any such Person may update or change 
its recoverability determinations at any time (but not reverse any other        
Person's determination that an Advance is a Nonrecoverable Advance) and,        
consistent with the Servicing Standards, in the case of the Master Servicer or  
in its good faith business judgment in the case of the Trustee (solely in its   
capacity as Trustee), may obtain, promptly upon request, from the Special       
Servicer any reasonably required analysis, Appraisals or market value estimates 
or other information in the Special Servicer's possession for making a          
recoverability determination. Absent bad faith, the Master Servicer's, Special  
Servicer's or the Trustee's determination as to the recoverability of any P&I   
Advance shall be conclusive and binding on the Certificateholders. The          
determination by the Master Servicer, the Special Servicer or the Trustee, as   
applicable, that the Master Servicer or the Trustee, as applicable, has made a  
Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would     
constitute a Nonrecoverable P&I Advance, or any updated or changed              
recoverability determination, shall be evidenced by an Officer's Certificate    
delivered by either the Special Servicer or the Master Servicer to the other and
to the Trustee, the Paying Agent, the Directing Certificateholder (and in the   
case of a Serviced Mortgage Loan, any Other Servicer), the Depositor, or by the 
Trustee to the Depositor, the Master Servicer, the Special Servicer, the Paying 
Agent and the Directing Certificateholder (and in the case of a Serviced        
Mortgage Loan, any Other Servicer). The Officer's Certificate shall set forth   
such determination of nonrecoverability and the considerations of the Master    
Servicer, the Special Servicer or the Trustee, as applicable, forming the basis 
of such determination (which shall be accompanied by, to the extent available,  
income and expense statements, rent rolls, occupancy status, property           
inspections and any other information used by the Master Servicer, the Special  
Servicer or the Trustee, as applicable, to make such determination and shall    
include any existing Appraisal of the related Mortgage Loan or Mortgaged        
Property). The Trustee shall be entitled to conclusively rely on the Master     
Servicer's or Special Servicer's determination that a P&I Advance is or would be
nonrecoverable, and the Master Servicer shall be entitled to conclusively rely  
on the Special Servicer's determination that a P&I Advance is or would be       
nonrecoverable. In the case of a cross collateralized Mortgage Loan, such       
recoverability determination shall take into account the cross collateralization
of the related cross collateralized Mortgage Loan.                              

            "Nonrecoverable Servicing Advance": Any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan (other than a         
Non-Serviced Mortgage Loan) or REO Property which, in the reasonable judgment of
the Master Servicer, the Special Servicer or the Trustee, as the case may be,   
will not be ultimately recoverable, together with any accrued and unpaid        
interest thereon, at the Reimbursement Rate, from Late Collections or any other 
recovery on or in respect of such Mortgage Loan or REO Property. In making such 
recoverability determination, such Person will be entitled (a) to consider      
(among other things) (i) the obligations of the Mortgagor under the terms of the
related Mortgage Loan as it may have been modified and (ii) the related         
Mortgaged Properties in their "as is" or then current conditions and            
occupancies, as modified by such party's assumptions (consistent with the       
Servicing Standards in the case of the Master Servicer or the Special Servicer  
or in its good faith business judgment in the case of the Trustee, solely in its
capacity as Trustee) regarding the possibility and effects of future adverse    
change with respect to such Mortgaged Properties, (b) to estimate and consider  
(consistent with the Servicing Standards in the case of the Master Servicer or  
the Special Servicer or in its good faith business judgment in the case of the  
Trustee, solely in its capacity as Trustee) (among other things) future expenses
and (c) to estimate and consider (among other things) the timing of recoveries. 
In addition, any Person, in considering whether a Servicing Advance is a        
Nonrecoverable Servicing Advance, will be entitled to give due regard to the    
existence of any Nonrecoverable Advance or Workout Delayed Reimbursement Amounts
with respect to other Mortgage Loans which, at the time of such consideration,  
the recovery of which are being deferred or delayed by the Master Servicer, in  
light of the fact that proceeds on the related Mortgage Loan are a source of    
recovery not only for the Servicing Advance under consideration, but also as a  
potential source of recovery of such Nonrecoverable Advance or Workout Delayed  
Reimbursement Amounts which are or may be being deferred or delayed. In         
addition, any such Person may update or change its recoverability determinations
at any time (but not reverse any other Person's determination that an Advance is
a Nonrecoverable Advance) and, consistent with the Servicing Standards, in the  
case of the Master Servicer, may obtain, promptly upon request, from the Special
Servicer any reasonably required analysis, Appraisals or market value estimates 
or other information in the Special Servicer's possession for making a          
recoverability determination. The determination by the Master Servicer, the     
Special Servicer or the Trustee, as the case may be, that it has made a         
Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if     
made, would constitute a Nonrecoverable Servicing Advance, or any updated or    
changed recoverability determination, shall be evidenced by an Officer's        
Certificate delivered by either of the Special Servicer or Master Servicer to   
the other and to the Trustee, the Paying Agent, the Directing Certificateholder 
(and in the case of a Serviced Mortgage Loan, any Other Servicer), and the      
Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special 
Servicer, the Paying Agent and the Directing Certificateholder (and in the case 
of a Serviced Mortgage Loan, any Other Servicer); provided, however, that the   
Special Servicer may, at its option, in consultation with the Directing         
Certificateholder, make a determination in accordance with the Servicing        
Standards, that any Servicing Advance previously made or proposed to be made is 
a Nonrecoverable Servicing Advance and shall deliver to the Master Servicer and 
the Trustee notice of such determination. Any such determination shall be       
conclusive and binding on the Master Servicer, the Special Servicer and the     
Trustee, provided, however the Special Servicer shall have no such option to    
make an affirmative determination that any Servicing Advance is or would be     
recoverable and in the absence of a determination by the Special Servicer that  
such Servicing Advance is or would be a Nonrecoverable Servicing Advance, such  
decision shall remain with the Master Servicer or the Trustee, as applicable.   
Notwithstanding the foregoing, if the Special Servicer makes a determination    
that only a portion, and not all, of any previously made or proposed Servicing  
Advance is a Nonrecoverable Servicing Advance, the Master Servicer and the      
Trustee shall have the right to make its own subsequent determination that any  
remaining portion of any such previously made or proposed Servicing Advance is a
Nonrecoverable Servicing Advance. The Officer's Certificate shall set forth such
determination of nonrecoverability and the considerations of the Master         
Servicer, the Special Servicer or the Trustee, as applicable, forming the basis 
of such determination (which shall be accompanied by, to the extent available,  
related income and expense statements, rent rolls, occupancy status and property
inspections, and shall include any existing Appraisal of the related Mortgage   
Loan or Mortgaged Property). The Special Servicer shall promptly furnish any    
party required to make Servicing Advances hereunder with any information in its 
possession regarding the Specially Serviced Mortgage Loans and REO Properties as
such party required to make Servicing Advances may reasonably request for       
purposes of making recoverability determinations. The Trustee shall be entitled 
to conclusively rely on the Master Servicer's or Special Servicer's, as the case
may be, determination that a Servicing Advance is or would be nonrecoverable,   
and the Master Servicer shall be entitled to conclusively rely on the Special   
Servicer's determination that a Servicing Advance is or would be nonrecoverable.
In the case of a cross collateralized Mortgage Loan, such recoverability        
determination shall take into account the cross collateralization of the related
cross collateralized Mortgage Loan. The determination as to the recoverability  
of any servicing advance previously made or proposed to be made in respect of a 
Non-Serviced Whole Loan shall be made by the related Non-Serviced Master        
Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee, as the case may
be, pursuant to the Non-Serviced Pooling Agreement.                             

           "Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class X-1, Class B, Class C, Class D, Class E, Class F,     
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q,
Class T, Class NR, Class R or Class LR Certificate.                             

            "Non-Serviced Companion Loan": The Gurnee Mills Pari Passu Companion
Loans.                                                                          

"Non-Serviced Intercreditor Agreement": The Gurnee Mills
Intercreditor Agreement.                                                        

       "Non-Serviced Master Servicer": The "Master Servicer" under the
2007-CIBC20 Pooling Agreement, which as of the date hereof is Midland Loan      
Services, Inc.                                                                  

     "Non-Serviced Mortgage Loan": The Gurnee Mills Mortgage Loan.

     "Non-Serviced Mortgaged Property": The Gurnee Mills Mortgaged
Property.                                                                       

            "Non-Serviced Pooling Agreement": The 2007-CIBC20 Pooling Agreement.

         "Non-Serviced Special Servicer": The "Special Servicer" under the
2007-CIBC20 Pooling Agreement, which as of the date hereof is Centerline        
Servicing Inc.                                                                  

           "Non-Serviced Trustee": The "Trustee" under the 2007-CIBC20 Pooling
Agreement, which as of the date hereof is Wells Fargo Bank, N.A.                

"Non-Serviced Whole Loan": The Gurnee Mills Whole Loan. 

      "Non-Serviced Whole Loan Controlling Holder": The Gurnee Mills
Controlling Holder.                                                             

        "Non-Specially Serviced Mortgage Loan": Any Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or Companion Loan that is not a Specially    
Serviced Mortgage Loan.                                                         

            "Non-U.S. Person": Any person other than a U.S. Person, unless, with
respect to the Transfer of a Residual Certificate, (i) such person holds such   
Residual Certificate in connection with the conduct of a trade or business      
within the United States and furnishes the Transferor and the Certificate       
Registrar with an effective Internal Revenue Service Form W-8ECI (or successor  
form) or (ii) the Transferee delivers to both the Transferor and the Certificate
Registrar an opinion of a nationally recognized tax counsel to the effect that  
such Transfer is in accordance with the requirements of the Code and the        
regulations promulgated thereunder and that such Transfer of the Residual       
Certificate will not be disregarded for federal income tax purposes. A Person   
shall be treated as a Non-U.S. Person, (A) notwithstanding clause (i) of the    
preceding sentence, if it is a partnership (including any entity treated as a   
partnership for U.S. federal income tax purposes) any interest in which is owned
(or may be owned pursuant to the applicable partnership agreement), directly or 
indirectly (other than through a U.S. corporation), by a Non-U.S. Person or (B) 
if such Person is a U.S. Person with respect to whom income from a Residual     
Certificate is attributable to a foreign permanent establishment of fixed base, 
within the meaning of an applicable income treaty, of such Person or any other  
U.S. Person.                                                                    

         "Notional Amount": In the case of the Class X-1 Certificates, the
Class X-1 Notional Amount. In the case of the Class X-2 Certificates, the Class 
X-2 Notional Amount. In the case of each Component, the amount set forth in the 
applicable definition thereof.                                                  

          "Offered Certificates": The Class A-1, Class A-2, Class A-3, Class
A-4, Class A-SB, Class X-2, Class A-M and Class A-J Certificates.               

            "Officer's Certificate": A certificate signed by a Servicing Officer
of the Master Servicer or the Special Servicer or any Additional Servicer, as   
the case may be, or a Responsible Officer of the Trustee or Paying Agent, as the
case may be.                                                                    

            "Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Depositor, the Master Servicer or the   
Special Servicer, acceptable in form and delivered to the Trustee and the Paying
Agent, except that any opinion of counsel relating to (a) the qualification of  
the Upper-Tier REMIC or Lower-Tier REMIC as a REMIC, (b) compliance with the    
REMIC Provisions or (c) the resignation of the Master Servicer, the Special     
Servicer or the Depositor pursuant to Section 6.04, must be an opinion of       
counsel who is in fact Independent of the Depositor, the Master Servicer or the 
Special Servicer, as applicable.                                                

"Option Holder": As defined in Section 3.18(a).         

"Option Price": As defined in Section 3.18(a).          

    "Original Certificate Balance": With respect to any Class of
Certificates (other than the Class X-1, Class X-2 and the Residual              
Certificates), the initial aggregate principal amount thereof as of the Closing 
Date, in each case as specified in the Preliminary Statement.                   

            "Original Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interest, the initial principal amount thereof as of  
the Closing Date, in each case as specified in the Preliminary Statement.       

          "Original Notional Amount": With respect to the Class X-1 Notional
Amount and Class X-2 Notional Amount, the respective initial Notional Amount    
thereof as of the Closing Date, as specified in the Preliminary Statement.      

          "Other Pooling and Servicing Agreement": Any pooling and servicing
agreement that creates a trust fund whose assets include any Serviced Companion 
Loan.                                                                           

"Other Securitization": As defined in Section 11.06.    

           "Other Servicer": Any servicer under an Other Pooling and Servicing
Agreement.                                                                      

         "Other Trustee": Any trustee under an Other Pooling and Servicing
Agreement.                                                                      

         "OTS": The Office of Thrift Supervision or any successor thereto.

     "Ownership Interest": 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": As to any Mortgage Loan or REO Loan, any advance made
by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03  
or Section 7.05.                                                                

      "P&I Advance Date": The Business Day immediately prior to each
Distribution Date.                                                              

          "P&I Advance Determination Date": With respect to any Distribution
Date, the Business Day prior to the P&I Advance Date.                           

        "Pass-Through Rate": Any of the Class A-1 Pass-Through Rate, the
Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the Class A-4     
Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-M Pass-Through 
Rate, the Class A-J Pass-Through Rate, the Class B Pass-Through Rate, the Class 
C Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through    
Rate, the Class F Pass-Through Rate, the Class G Pass-Through Rate, the Class H 
Pass-Through Rate, the Class J Pass-Through Rate, the Class K Pass-Through Rate,
the Class L Pass-Through Rate, the Class M Pass-Through Rate, the Class N       
Pass-Through Rate, the Class P Pass-Through Rate, the Class Q Pass-Through Rate,
the Class T Pass-Through Rate, the Class NR Pass-Through Rate, the Class X-1    
Pass-Through Rate or the Class X-2 Pass-Through Rate.                           

  "Paying Agent": Wells Fargo Bank, N.A., a national banking
association organized under the laws of the United States, or any successor     
appointed thereto pursuant to Section 5.07 or any successor Paying Agent        
appointed hereunder.                                                            

"PCAOB": The Public Company Accounting Oversight Board. 

         "PCTC Medical Building Companion Note": The PCTC Medical Building
Subordinate Companion Loan.                                                     

     "PCTC Medical Building Intercreditor Agreement": That certain
Intercreditor Agreement among the noteholders, dated as of September 6, 2007, by
and among the holder of the PCTC Medical Building Subordinate Companion Loan and
the holder of the PCTC Medical Building Mortgage Loan, relating to the relative 
rights of such holders of the PCTC Medical Building Whole Loan, as the same may 
be further amended in accordance with the terms thereof.                        

       "PCTC Medical Building Mortgage Loan": With respect to the PCTC
Medical Building Whole Loan, the Mortgage Loan that is included in the Trust    
(identified as Mortgage Loan No. 49 on the Mortgage Loan Schedule), which is    
designated as promissory note A, and is superior in right of payment with the   
PCTC Medical Building Subordinate Companion Loan to the extent set forth in the 
PCTC Medical Building Intercreditor Agreement.                                  

          "PCTC Medical Building Mortgaged Property": The Mortgaged Property
which secures the PCTC Medical Building Whole Loan.                             

         "PCTC Medical Building Notes": The PCTC Medical Building Mortgage
Loan and the PCTC Medical Building Subordinate Companion Loan.                  

           "PCTC Medical Building Subordinate Companion Loan": With respect to
the PCTC Medical Building Whole Loan, the related promissory note made by the   
related mortgagor and secured by the mortgage on the PCTC Medical Building      
Mortgaged Property and designated as promissory note B, which is not included in
the Trust and which is subordinate in right of payment to the PCTC Medical      
Building Mortgage Loan to the extent set forth in the related Mortgage Loan     
documents and as provided in the PCTC Medical Building Intercreditor Agreement. 

     "PCTC Medical Building Whole Loan": The PCTC Medical Building
Mortgage Loan, together with the PCTC Medical Building Subordinate Companion    
Loan, each of which is secured by the same Mortgage on the PCTC Medical Building
Mortgaged Property. References herein to the PCTC Medical Building Whole Loan   
shall be construed to refer to the aggregate indebtedness under the PCTC Medical
Building Mortgage Loan and the PCTC Medical Building Subordinate Companion Loan.

          "Penalty Charges": With respect to any Mortgage Loan (or successor
REO Loan) or Companion Loan (or successor REO Loan), any amounts actually       
collected thereon (or, in the case of a Serviced Companion Loan (or successor   
REO Loan thereto) that is part of a Serviced Whole Loan, actually collected on  
such Serviced Whole Loan and allocated and paid on such Serviced Companion Loan 
(or successor REO Loan) in accordance with the related Intercreditor Agreement) 
that represent late payment charges or Default Interest, other than a Yield     
Maintenance Charge or prepayment premium.                                       

    "Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made with respect to 
the related Class. With respect to any Regular Certificate, the percentage      
interest is equal to the Denomination of such Certificate divided by the        
Original Certificate Balance or Original Notional Amount, as applicable, of such
Class of Certificates as of the Closing Date. With respect to a Residual        
Certificate, the percentage interest is set forth on the face thereof.          

 "Performance Certification": As defined in Section 11.06.

 "Permitted Investments": Any one or more of the following
obligations or securities (including obligations or securities of the Paying    
Agent, or managed by the Paying Agent or any affiliate of the Paying Agent, if  
otherwise qualifying hereunder), regardless whether issued by the Depositor, the
Master Servicer, the Special Servicer, the Trustee, or any of their respective  
Affiliates and having the required ratings, if any, provided for in this        
definition and which shall not be subject to liquidation prior to maturity:     

                  (i) direct obligations of, and obligations fully guaranteed as
            to timely payment of principal and interest by, the United States of
            America, Fannie Mae, Freddie Mac 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 that
    mature in one (1) year or less from the date of acquisition;
       provided that any obligation of, or guarantee by, Fannie Mae or
      Freddie Mac, other than an unsecured senior debt obligation of
          Fannie Mae or Freddie Mac, shall be a Permitted Investment only if
          such investment would not result in the downgrading, withdrawal or
        qualification of the then-current rating assigned by each Rating
           Agency to any Certificate (or, insofar as there is then outstanding
          any class of Serviced Companion Loan Securities that is then rated
        by such Rating Agency, such class of securities) as evidenced in
writing;                                                

             (ii) time deposits, unsecured certificates of deposit, or
          bankers' acceptances that mature in one (1) year or less after the
 date of issuance and are issued or held by any depository
            institution or trust company (including the Trustee) 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 in the highest rating categories of each
     Rating Agency or such other rating as would not result in the
           downgrading, withdrawal or qualification of the then current rating
        assigned by each Rating Agency to any Class of Certificates (or,
            insofar as there is then outstanding any class of Serviced Companion
            Loan Securities that is then rated by such Rating Agency, such class
of securities) as evidenced in writing;                 

                  (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 and where such repurchase
         obligation has been entered into with a depository institution or
           trust company (acting as principal) described in clause (ii) above;

                (iv) debt obligations 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 mature in one (1) year
        or less from the date of acquisition, which debt obligations are
            rated in the highest rating categories of each Rating Agency or such
          other rating as would not result in the downgrading, withdrawal or
        qualification of the then current rating assigned by each Rating
         Agency to any Class of Certificates (or, insofar as there is then
           outstanding any class of Serviced Companion Loan Securities that is
      then rated by such Rating Agency, such class of securities) as
          evidenced in writing; provided, however, that securities issued by
           any particular corporation will not be Permitted Investments to the
      extent that investment therein will cause the then outstanding
          principal amount of securities issued by such corporation and held
         in the accounts established hereunder to exceed 10% of the sum of
          the aggregate principal balance and the aggregate principal amount
of all Permitted Investments in such accounts;          

             (v) commercial paper (including both non interest bearing
     discount obligations and interest bearing obligations) of any
          corporation or other entity organized under the laws of the United
            States or any state thereof payable on demand or on a specified date
     maturing in one (1) year or less from the date of acquisition
         thereof and which is rated in the highest rating category of each
 Rating Agency (or such lower rating as will not result in
    qualification, downgrading or withdrawal of the ratings then
        assigned by each Rating Agency to any Class of Certificates (or,
            insofar as there is then outstanding any class of Serviced Companion
            Loan Securities that is then rated by such Rating Agency, such class
of securities) as evidenced in writing);                

        (vi) money market funds, rated in the highest rating
categories of each Rating Agency;                       

               (vii) the Wells Fargo Prime Investment Money Market Fund so
      long as it is rated by each Rating Agency in its highest money
           market fund ratings category (or, if not rated by Moody's, Fitch or
          S&P, otherwise acceptable to Moody's, Fitch or S&P, as applicable,
         as confirmed in writing that such investment would not, in and of
         itself, result in a downgrade, qualification or withdrawal of the
          then current ratings assigned to the Certificates) (or, insofar as
      there is then outstanding any class of Serviced Companion Loan
          Securities that is then rated by such Rating Agency, such class of
securities); and                                        

          (viii) any other demand, money market or time deposit,
          obligation, security or investment, (a) with respect to which each
          Rating Agency shall have confirmed in writing that such investment
          will not result in a downgrade, qualification or withdrawal of the
          then current rating assigned by such Rating Agency to any Class of
           Certificates (or, insofar as there is then outstanding any class of
            Serviced Companion Loan Securities that is then rated by such Rating
         Agency, such class of securities) as evidenced in writing and (b)
       which qualifies as a "cash flow investment" pursuant to Section
860G(a)(6) of the Code;                                 

provided, however, that in each case if the investment is rated by S&P, (a) it  
shall have a predetermined fixed dollar of principal due at maturity that cannot
vary or change and (b) any such investment that provides for a variable rate of 
interest must have an interest rate that is tied to a single interest rate index
plus a fixed spread, if any, and move proportionately with such index; and      
provided further, however, that no such instrument shall be a Permitted         
Investment (a) if such instrument evidences principal and interest payments     
derived from obligations underlying such instrument and the interest payments   
with respect to such instrument provide a yield to maturity at the time of      
acquisition of greater than 120% of the yield to maturity at par of such        
underlying obligations or (b) if such instrument may be redeemed at a price     
below the purchase price; and provided, further, however, that no amount        
beneficially owned by the Upper-Tier REMIC or the Lower-Tier REMIC (even if not 
yet deposited in the Trust) may be invested in investments (other than money    
market funds) treated as equity interests for federal income tax purposes,      
unless the Master Servicer receives an Opinion of Counsel, at its own expense,  
to the effect that such investment will not adversely affect the status of the  
Upper-Tier REMIC or the Lower-Tier REMIC. Permitted Investments that are subject
to prepayment or call may not be purchased at a price in excess of par.         

          "Permitted Transferee": Any Person or any agent thereof other than
(a) a Disqualified Organization, (b) any other Person so designated by the      
Certificate Registrar based upon an opinion of counsel to the effect that the   
transfer of an Ownership Interest in any Residual Certificate to such Person may
cause the Trust Fund to fail to qualify as one or more REMICs at any time that  
the Certificates are outstanding and (c) a Person that is a Non-U.S. Person.    

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

"Plan": As defined in Section 5.02(c).                  

            "Prepayment Assumption": A "constant prepayment rate" of 0% used for
determining the accrual of original issue discount and market discount, if any, 
and the amortization premium, if any, on the Certificates for federal income tax
purposes.                                                                       

        "Prepayment Interest Excess": For any Distribution Date and with
respect to any Mortgage Loan that was subject to a Principal Prepayment in full 
or in part during the related Due Period, which Principal Prepayment was applied
to such Mortgage Loan after the related Due Date and prior to the following     
Determination Date, the amount of interest (net of the related Servicing Fees), 
to the extent collected from the related Mortgagor (without regard to any       
prepayment premium or Yield Maintenance Charge actually collected), that would  
have accrued at a rate per annum equal to the sum of (x) the related Net        
Mortgage Rate for such Mortgage Loan and (y) the Trustee Fee Rate, on the amount
of such Principal Prepayment from and after such Due Date and ending on the date
of such prepayment.                                                             

           "Prepayment Interest Shortfall": For any Distribution Date and with
respect to any Mortgage Loan that was subject to a Principal Prepayment in full 
or in part during the related Due Period, which Principal Prepayment was applied
to such Mortgage Loan after the related Determination Date (or, with respect to 
each Mortgage Loan with a Due Date occurring after the related Determination    
Date, the related Due Date) and prior to the following Due Date, the amount of  
interest, to the extent not collected from the related Mortgagor (without regard
to any prepayment premium or Yield Maintenance Charge actually collected), that 
would have accrued at a rate per annum equal to the sum of (x) the related Net  
Mortgage Rate for such Mortgage Loan and (y) the Trustee Fee Rate, on the amount
of such Principal Prepayment during the period commencing on the date as of     
which such Principal Prepayment was applied to such Mortgage Loan and ending on 
such following Due Date.                                                        

            "Primary Collateral": With respect to any Crossed Loan, that portion
of the Mortgaged Property designated as directly securing such Crossed Loan and 
excluding any Mortgaged Property as to which the related lien may only be       
foreclosed upon by exercise of the cross-collateralization provisions of such   
Crossed Loan.                                                                   

      "Primary Servicing Fee": The monthly fee payable by the Master
Servicer from the Servicing Fee to each Initial Sub-Servicer, which monthly fee 
accrues at the rate per annum specified as such in the Sub-Servicing Agreement  
with such Initial Sub-Servicer.                                                 

        "Prime Rate": The "Prime Rate" as published in the "Money Rates"
section of the New York City edition of The Wall Street Journal (or, if such    
section or publication is no longer available, such other comparable publication
as determined by the Paying Agent in its reasonable discretion) as may be in    
effect from time to time, or, if the "Prime Rate" no longer exists, such other  
comparable rate (as determined by the Paying Agent in its reasonable discretion)
as may be in effect from time to time.                                          

         "Principal Distribution Amount": With respect to any Distribution
Date and any Class of Regular Certificates (other than the Class X              
Certificates), an amount equal to the sum of (a) the Principal Shortfall for    
such Distribution Date, (b) the Scheduled Principal Distribution Amount for such
Distribution Date and (c) the Unscheduled Principal Distribution Amount for such
Distribution Date; provided, that the Principal Distribution Amount for any     
Distribution Date shall be reduced by the amount of any reimbursements of (i)   
Nonrecoverable Advances plus interest on such Nonrecoverable Advances that are  
paid or reimbursed from principal collections on the Mortgage Loans in a period 
during which such principal collections would have otherwise been included in   
the Principal Distribution Amount for such Distribution Date and (ii)           
Workout-Delayed Reimbursement Amounts that were paid or reimbursed from         
principal collections on the Mortgage Loans in a period during which such       
principal collections would have otherwise been included in the Principal       
Distribution Amount for such Distribution Date (provided, that, in the case of  
clause (i) and (ii) above, if any of the amounts that were reimbursed from      
principal collections on the Mortgage Loans are subsequently recovered on the   
related Mortgage Loan, such recovery will increase the Principal Distribution   
Amount for the Distribution Date related to the period in which such recovery   
occurs).                                                                        

    "Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due  
Date.                                                                           

          "Principal Shortfall": For any Distribution Date after the initial
Distribution Date with respect to the Mortgage Loans, the amount, if any, by    
which (a) the related Principal Distribution Amount for the preceding           
Distribution Date, exceeds (b) the aggregate amount distributed in respect of   
principal on the Class A, 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
P, Class Q, Class T and Class NR Certificates for such preceding Distribution   
Date pursuant to Section 4.01(a) on such preceding Distribution Date. The       
Principal Shortfall for the initial Distribution Date will be zero.             

           "Privileged Person": Each Rating Agency, any of the Holders of each
Class of Certificates, each Underwriter, the Initial Purchaser, each Mortgage   
Loan Seller (solely with respect to the Mortgage Loans sold by such Mortgage    
Loan Seller to the Trust) and certain financial market publishers (which        
initially shall be Bloomberg, L.P., Trepp, LLC and Intex Solutions, Inc.), any  
Companion Holder, each party to this Agreement, the Directing Certificateholder,
any designee of the Depositor and any other Person who shall have provided the  
Paying Agent with a certificate, using the form attached hereto as Exhibit S,   
which form is available from the Paying Agent, certifying that such Person is a 
Certificateholder, a beneficial owner or a prospective purchaser of a           
Certificate                                                                     

           "Prospectus": The Prospectus, dated August 3, 2007, as supplemented
by the Prospectus Supplement.                                                   

          "Prospectus Supplement": The Prospectus Supplement, dated December
18, 2007, relating to the offering of the Offered Certificates.                 

"Purchase Option": As defined in Section 3.18(a)(ii).   

     "Purchase Option Notice": As defined in Section 3.18(a)(iii).

         "Purchase Price": With respect to any Mortgage Loan (or REO Loan)
or, if applicable, Serviced Whole Loan to be purchased pursuant to (A) Section 6
of the related Mortgage Loan Purchase Agreement by a Mortgage Loan Seller, (B)  
Section 3.18(b), (d) or (e), as applicable, or (C) Section 9.01, a price equal  
to:                                                                             

               (i) the outstanding principal balance of such Mortgage Loan
(or related REO Loan) as of the date of purchase; plus  

                  (ii) all accrued and unpaid interest on such Mortgage Loan (or
         the related REO Loan) at the related Mortgage Rate in effect from
         time to time (exclusive of Default Interest) to but not including
         the Due Date immediately preceding the Determination Date for the
          related Distribution Date in which such Purchase Price is included
in the Available Distribution Amount; plus              

                  (iii) all related Servicing Advances that are unreimbursed out
    of collections from the Mortgage Loan and accrued and unpaid
       interest on related Advances at the Reimbursement Rate, and any
           Special Servicing Fees whether paid or then owing allocable to such
          Mortgage Loan and all additional Trust Fund expenses in respect of
such Mortgage Loan; plus                                

                  (iv) if such Mortgage Loan (or REO Loan) is being purchased by
      a Mortgage Loan Seller pursuant to Section 6 of the applicable
     Mortgage Loan Purchase Agreement, to the extent not otherwise
       included pursuant to clause (iii), all reasonable out-of-pocket
       expenses reasonably incurred or estimated to be incurred by the
            Master Servicer, the Special Servicer, the Depositor and the Trustee
        in respect of the Breach or Defect giving rise to the repurchase
            obligation, including any expenses arising out of the enforcement of
           the repurchase obligation, including, without limitation, all legal
        fees and expenses and any expenses of the Trust Fund relating to
such Mortgage Loan (or REO Loan); plus                  

              (v) Liquidation Fees, if any, payable with respect to such
Mortgage Loan.                                          

With respect to any REO Property to be sold pursuant to Section 3.18(c),        
"Purchase Price" shall mean the amount calculated in accordance with the        
preceding sentence in respect of the related REO Loan. With respect to any REO  
Property to be purchased or sold pursuant to Section 3.18(b) that relates to a  
Serviced Whole Loan, the term "REO Loan" shall mean the REO Loan with respect to
both the related Mortgage Loan and the related Companion Loans. With respect to 
any sale pursuant to Section 3.18(d) or (e), the "Purchase Price" shall be      
subject to the provisions of the related Intercreditor Agreement or mezzanine   
intercreditor agreement, as applicable.                                         

"Qualified Bidder": As defined in Section 7.01(c).      

          "Qualified Institutional Buyer": A "qualified institutional buyer"
as defined in Rule 144A under the Act.                                          

            "Qualified Insurer": (i) With respect to any Mortgage Loan, REO Loan
or REO Property, an insurance company or security or bonding company qualified  
to write the related Insurance Policy in the relevant jurisdiction with an      
insurance financial strength rating of at least "A-" by S&P, "A3" by Moody's    
(or, if not rated by Moody's, at least "A-" by one other nationally recognized  
insurance rating organization (which may include A.M. Best Company)) and "A-" by
Fitch (or, if not rated by Fitch, at least "A" by one other nationally          
recognized insurance rating organization (which may include "A:IX" or better by 
A.M. Best Company)) and (ii) with respect to the fidelity bond and errors and   
omissions Insurance Policy required to be maintained pursuant to Section        
3.07(c), except as set forth in Section 3.07(c), an insurance company that has a
claims paying ability (or the obligations which are guaranteed or backed by a   
company having such claims paying ability) rated no lower than two ratings below
the rating assigned to the then highest rated outstanding Certificate, but in no
event lower than "A-" by S&P and Fitch and "A3" by Moody's (or, if not rated by 
Fitch or Moody's, then at least "A-" by two other nationally recognized         
statistical rating organizations (which may include the other Rating Agencies or
A.M. Best Company)) or, in the case of clauses (i) and (ii), such other rating  
as each Rating Agency shall have confirmed in writing will not cause such Rating
Agency to downgrade, qualify or withdraw the then current rating assigned by    
such Rating Agency to any Class of Certificates (or, insofar as there is then   
outstanding any class of Serviced Companion Loan Securities that is then rated  
by such Rating Agency, such class of securities) as evidenced in writing.       

            "Qualified Substitute Mortgage Loan": A mortgage loan which must, on
the date of substitution: (i) have an outstanding principal balance, after      
application of all scheduled payments of principal and interest due during or   
prior to the month of substitution, whether or not received, not in excess of   
the Stated Principal Balance of the deleted Mortgage Loan as of the Due Date in 
the calendar month during which the substitution occurs; (ii) have a Mortgage   
Rate not less than the Mortgage Rate of the deleted Mortgage Loan; (iii) have   
the same Due Date as and grace period no longer than that of the deleted        
Mortgage Loan; (iv) accrue interest on the same basis as the deleted Mortgage   
Loan (for example, on the basis of a 360 day year consisting of twelve 30 day   
months); (v) have a remaining term to stated maturity not greater than, and not 
more than two years less than, the remaining term to stated maturity of the     
deleted Mortgage Loan; (vi) have a then current loan to value ratio equal to or 
less than the lesser of the deleted Mortgage Loan as of the Closing Date or 75%,
in each case using the "value" as determined using an MAI appraisal; (vii)      
comply (except in a manner that would not be adverse to the interests of the    
Certificateholders) as of the date of substitution with all of the              
representations and warranties set forth in the applicable Mortgage Loan        
Purchase Agreement; (viii) have an environmental report that indicates no       
material adverse environmental conditions with respect to the related Mortgaged 
Property and which will be delivered as a part of the related Servicing File;   
(ix) have a then current debt service coverage ratio at least equal to the      
greater of the original debt service coverage ratio of the deleted Mortgage Loan
as of the Closing Date or 1.25x; (x) constitute a "qualified replacement        
mortgage" within the meaning of Section 860G(a)(4) of the Code as evidenced by  
an Opinion of Counsel (provided at the applicable Mortgage Loan Seller's        
expense); (xi) not have a maturity date or an amortization schedule after the   
date two years prior to the Rated Final Distribution Date; (xii) have comparable
prepayment restrictions to those of the deleted Mortgage Loan; (xiii) not be    
substituted for a deleted Mortgage Loan unless the Trustee has received prior   
confirmation in writing by each Rating Agency that such substitution will not   
result in the withdrawal, downgrade, or qualification of the rating assigned by 
the Rating Agency to any Class of Certificates then rated by the Rating Agency  
(the cost, if any, of obtaining such confirmation to be paid by the applicable  
Mortgage Loan Seller); (xiv) have been approved by the Directing                
Certificateholder; (xv) prohibit defeasance within two years of the Closing     
Date; (xvi) not be substituted for a deleted Mortgage Loan if it would result in
the termination of the REMIC status of either of the REMICs established under   
this Agreement or the imposition of tax on either of such REMICs other than a   
tax on income expressly permitted or contemplated to be imposed by the terms of 
this Agreement, as determined by an Opinion of Counsel; (xvii) have an          
engineering report with respect to the related Mortgaged Property that will be  
delivered as a part of the related Servicing File; and (xviii) be current in the
payment of all scheduled payments of principal and interest then due. In the    
event that more than one mortgage loan is substituted for a deleted Mortgage    
Loan, then the amounts described in clause (i) shall be determined on the basis 
of aggregate Stated Principal Balances and each such proposed Qualified         
Substitute Mortgage Loan shall individually satisfy each of the requirements    
specified in (ii) through (xviii); provided, the rates described in clause (ii) 
above and the remaining term to stated maturity referred to in clause (v) above 
shall be determined on a weighted average basis; provided further, that no      
individual Mortgage Rate (net of the Servicing Fee Rate and the Trustee Fee     
Rate) shall be lower than the highest fixed Pass-Through Rate (and not subject  
to a cap equal to the Weighted Average Net Mortgage Rate) of any class of       
Regular Certificates (other than the Class X Certificates) having a principal   
balance then outstanding. When a Qualified Substitute Mortgage Loan is          
substituted for a deleted Mortgage Loan, the applicable Mortgage Loan Seller    
shall certify that the Mortgage Loan meets all of the requirements of the above 
definition and shall send such certification to the Trustee and the Directing   
Certificateholders.                                                             

          "Rated Final Distribution Date": As to each Class of Certificates,
the Distribution Date in February 2051.                                         

       "Rating Agency": Each of Moody's and S&P or their successors in
interest, and any other rating agencies rating any Serviced Companion Loan      
Securities. If no such rating agency nor any successor thereof remains in       
existence, "Rating Agency" shall be deemed to refer to such nationally          
recognized statistical rating agency or other comparable Person designated by   
the Depositor, notice of which designation shall be given to the Trustee, the   
Paying Agent and the Master Servicer, and specific ratings of Moody's and S&P   
herein referenced shall be deemed to refer to the equivalent ratings of the     
party so designated.                                                            

      "Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately preceding the month in which such         
Distribution Date occurs.                                                       

"Registrar Office": As defined in Section 5.02(a).      

        "Regular Certificate": Any of the Class A, 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 P, Class Q, Class T, Class NR, Class X-1 and   
Class X-2 Certificates.                                                         

   "Regulation AB": 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 AB Companion Loan Securitization": As defined in Section
11.15.                                                                          

         "Regulation AB Servicing Officer": Any officer or employee of the
Master Servicer or the Special Servicer, as applicable, involved in, or         
responsible for, the administration and servicing of the Mortgage Loans or      
Companion Loans, or this Agreement and also, with respect to a particular       
matter, any other officer to whom such matter is referred because of such       
officer's or employee's knowledge of and familiarity with the particular        
subject, and, in the case of any certification required to be signed by a       
Servicing Officer, such an officer or employee whose name and specimen signature
appears on a list of servicing officers furnished to the Trustee and/or the     
Paying Agent by the Master Servicer or the Special Servicer, as applicable, as  
such list may from time to time be amended.                                     

"Regulation D": Regulation D under the Act.             

"Regulation S": Regulation S under the Act.             

        "Regulation S Book-Entry Certificates": The Regular Certificates
sold in offshore transactions in reliance on Regulation S and represented by one
or more Book-Entry Certificates deposited with the Paying Agent as custodian for
the Depository.                                                                 

  "Regulation S Investor": With respect to a transferee of a
Regulation S Book-Entry Certificate, a transferee that acquires such Certificate
pursuant to Regulation S.                                                       

           "Regulation S Transfer Certificate": A certificate substantially in
the form of Exhibit I-1 or Exhibit I-2 hereto, as applicable.                   

          "Reimbursement Rate": The rate per annum applicable to the accrual
of interest on Servicing Advances in accordance with Section 3.03(d) and P&I    
Advances in accordance with Section 4.03(d), which rate per annum shall equal   
the Prime Rate.                                                                 

  "Related Certificates," "Related Uncertificated Lower-Tier
Interests" and "Related Components of Class X Certificates": For each of the    
following Classes of Certificates, the related Class of Uncertificated          
Lower-Tier Interests and the related Components of Class X Certificates; for the
following Components of the Class X Certificates, the related Class of          
Uncertificated Lower-Tier Interests and the related Class of Certificates set   
forth below; and for the following Classes of Uncertificated Lower-Tier         
Interests, the related Components of the Class X Certificates and the related   
Class of Certificates set forth below:                                          

                                                                   Related
                                                                   Components of
                             Related Uncertificated              Class X
Related Certificate              Lower-Tier Interest            Certificates  
----------------------   -------------------------------------   -------------  
Class A-1 Certificate    Class LA-1-1 Uncertificated Interest       XA-1-1      
                     Class LA-1-2 Uncertificated Interest       XA-1-2
                     Class LA-1-3 Uncertificated Interest       XA-1-3
                     Class LA-1-4 Uncertificated Interest       XA-1-4
Class A-2 Certificate    Class LA-2-1 Uncertificated Interest       XA-2-1      
                     Class LA-2-2 Uncertificated Interest       XA-2-2
Class A-3 Certificate    Class LA-3-1 Uncertificated Interest       XA-3B-1     
                      Class LA-3-2 Uncertificated Interest       XA-3B-2
                      Class LA-3-3 Uncertificated Interest       XA-3B-3
                      Class LA-3-4 Uncertificated Interest       XA-3B-4
Class A-4 Certificate    Class LA-4-1 Uncertificated Interest       XA-4-1      
                     Class LA-4-2 Uncertificated Interest       XA-4-2
                     Class LA-4-3 Uncertificated Interest       XA-4-3
                     Class LA-4-4 Uncertificated Interest       XA-4-4
                     Class LA-4-5 Uncertificated Interest       XA-4-5
                     Class LA-4-6 Uncertificated Interest       XA-4-6
                     Class LA-4-7 Uncertificated Interest       XA-4-7
                     Class LA-4-8 Uncertificated Interest       XA-4-8
Class A-SB Certificate   Class LA-SB-1 Uncertificated Interest      XA-SB-1     
                      Class LA-SB-2 Uncertificated Interest      XA-SB-2
                      Class LA-SB-3 Uncertificated Interest      XA-SB-3
                      Class LA-SB-4 Uncertificated Interest      XA-SB-4
                      Class LA-SB-5 Uncertificated Interest      XA-SB-5
                      Class LA-SB-6 Uncertificated Interest      XA-SB-6
Class A-M Certificate    Class LA-M Uncertificated Interest          XA-M       
Class A-J Certificate    Class LA-J Uncertificated Interest          XA-J       
Class B Certificate      Class LB Uncertificated Interest             XB        
Class C Certificate      Class LC Uncertificated Interest             XC        
Class D Certificate      Class LD Uncertificated Interest             XD        
Class E Certificate      Class LE Uncertificated Interest             XE        
Class F Certificate      Class LF-1 Uncertificated Interest          XF-1       
                    Class LF-2 Uncertificated Interest          XF-2
Class G Certificate      Class LG-1 Uncertificated Interest          XG-1       
                    Class LG-2 Uncertificated Interest          XG-2
                    Class LG-3 Uncertificated Interest          XG-3
Class H Certificate      Class LH-1 Uncertificated Interest          XH-1       
                    Class LH-2 Uncertificated Interest          XH-2
Class J Certificate      Class LJ-1 Uncertificated Interest          XJ-1       
                    Class LJ-2 Uncertificated Interest          XJ-2
                    Class LJ-3 Uncertificated Interest          XJ-3
Class K Certificate      Class LK-1 Uncertificated Interest          XK-1       
                    Class LK-2 Uncertificated Interest          XK-2
Class L Certificate      Class LL-1 Uncertificated Interest          XL-1       
                    Class LL-2 Uncertificated Interest          XL-2
Class M Certificate      Class LM-1 Uncertificated Interest          XM-1       
                    Class LM-2 Uncertificated Interest          XM-2
Class N Certificate      Class LN Uncertificated Interest             XN        
Class P Certificate      Class LP-1 Uncertificated Interest          XP-1       
                    Class LP-2 Uncertificated Interest          XP-2
Class Q Certificate      Class LQ Uncertificated Interest             XQ        
Class T Certificate      Class LT Uncertificated Interest             XT        
Class NR Certificate     Class LNR-1 Uncertificated Interest         XNR-1      
                     Class LNR-2 Uncertificated Interest         XNR-2
                     Class LNR-3 Uncertificated Interest         XNR-3
                     Class LNR-4 Uncertificated Interest         XNR-4

  "Relevant Servicing Criteria" means the Servicing Criteria
applicable to a specific party, as set forth on Exhibit X attached hereto. For  
clarification purposes, multiple parties can have responsibility for the same   
Relevant Servicing Criteria. With respect to a Servicing Function Participant   
engaged by the Trustee, the Paying Agent, the Master Servicer or the Special    
Servicer, the term "Relevant Servicing Criteria" may refer to a portion of the  
Relevant Servicing Criteria applicable to the Master Servicer, the Special      
Servicer, the Trustee and/or the Paying Agent.                                  

          "REMIC": A "real estate mortgage investment conduit" as defined in
Section 860D of the Code (or any successor thereto).                            

          "REMIC Administrator": The Paying Agent or any REMIC administrator
appointed pursuant to Section 10.04.                                            

    "REMIC Provisions": 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 temporary and final Treasury regulations (or proposed           
regulations that would apply by reason of their proposed effective date to the  
extent not inconsistent with temporary or final regulations) and any rulings    
promulgated thereunder, as the foregoing may be in effect from time to time.    

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

         "REO Account": A segregated custodial account or accounts created
and maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders and with respect to any Serviced    
Whole Loans, in trust for the related Serviced Companion Noteholders, which     
shall be entitled "Midland Loan Services, Inc., or the applicable successor     
Special Servicer, as Special Servicer, for the benefit of Wells Fargo Bank,     
N.A., as trustee, in trust for registered Holders of J.P. Morgan Chase          
Commercial Mortgage Securities Trust 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1, REO Account." Any such account or accounts shall  
be an Eligible Account.                                                         

          "REO Acquisition": The acquisition for federal income tax purposes
of any REO Property pursuant to Section 3.09.                                   

            "REO Disposition": The sale or other disposition of the REO Property
pursuant to Section 3.18.                                                       

"REO Extension": As defined in Section 3.16(a).         

           "REO Loan": The Mortgage Loan or Companion Loan deemed for purposes
hereof to be outstanding with respect to each REO Property. Each REO Loan shall 
be deemed to be outstanding for so long as the related REO Property (or         
beneficial interest therein, in the case of a Non-Serviced Mortgage Loan)       
remains part of the Trust Fund and provides for Assumed Scheduled Payments on   
each Due Date therefor, and otherwise has the same terms and conditions as its  
predecessor Mortgage Loan or Companion Loan, including, without limitation, with
respect to the calculation of the Mortgage Rate in effect from time to time     
(such terms and conditions to be applied without regard to the default on such  
predecessor Mortgage Loan or Companion Loan). Each REO Loan shall be deemed to  
have an initial outstanding principal balance and Stated Principal Balance equal
to the outstanding principal balance and Stated Principal Balance, respectively,
of its predecessor Mortgage Loan or Companion Loan as of the date of the related
REO Acquisition. All amounts due and owing in respect of the predecessor        
Mortgage Loan or Companion Loan as of the date of the related REO Acquisition,  
including, without limitation, accrued and unpaid interest, shall continue to be
due and owing in respect of a REO Loan. All amounts payable or reimbursable to  
the Master Servicer, the Special Servicer or the Trustee, as applicable, in     
respect of the predecessor Mortgage Loan or Companion Loan as of the date of the
related REO Acquisition, including, without limitation, any unpaid Special      
Servicing Fees and Servicing Fees, additional Trust Fund expenses and any       
unreimbursed Advances, together with any interest accrued and payable to the    
Master Servicer or the Trustee, as applicable, in respect of such Advances in   
accordance with Section 3.03(d) or Section 4.03(d), shall continue to be payable
or reimbursable to the Master Servicer or the Trustee, as applicable, in respect
of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances  
with respect to such REO Loan, in each case, that were paid from collections on 
the Mortgage Loans and resulted in principal distributed to the                 
Certificateholders being reduced as a result of the first proviso in the        
definition of "Principal Distribution Amount" shall be deemed outstanding until 
recovered. Collections in respect of each REO Loan (exclusive of the amounts to 
be applied to the payment of, or to be reimbursed to the Master Servicer or the 
Special Servicer for the payment of unreimbursed Advances and interest thereon  
and the costs of operating, managing, selling, leasing and maintaining the      
related REO Property) shall be treated: first, as a recovery of accrued and     
unpaid interest on such REO Loan at the related Mortgage Rate in effect from    
time to time to, but not including, the Due Date in the Due Period of receipt;  
second, as a recovery of Unliquidated Advances with respect to such REO Loan    
that relate to Servicing Advances and were paid from collections on the Mortgage
Loans and resulted in principal distributed to the Certificateholders being     
reduced as a result of the first proviso in the definition of "Principal        
Distribution Amount"; third, as a recovery of principal of such REO Loan to the 
extent of its entire unpaid principal balance; fourth, as a recovery of         
Nonrecoverable Advances, with respect to such REO Loan; and fifth, in accordance
with the Servicing Standards, as a recovery of any other amounts due and owing  
in respect of such REO Loan, including, without limitation, (i) Penalty Charges,
and (ii) Yield Maintenance Charges, in that order; provided, that if a          
Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan          
comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the     
foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject 
to the terms of the related Non-Serviced Intercreditor Agreement and            
Non-Serviced Pooling Agreement and provided, further, that if a Serviced        
Mortgage Loan and any related Serviced Companion Loans comprising a Serviced    
Whole Loan become REO Loans, the treatment of the foregoing amounts with respect
to such Serviced Whole Loan shall be subject to the terms of the related        
Intercreditor Agreement and this Agreement, in that order.                      

           "REO Loan Accrual Period": With respect to any REO Loan and any Due
Date therefor, the one-month period immediately preceding such Due Date.        

    "REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of, and in the name of, the Trustee or a nominee thereof for 
the benefit of the Certificateholders (and the related Companion Holder, subject
to the related Intercreditor Agreement, with respect to a Mortgaged Property    
securing a Serviced Whole Loan) and the Trustee (as holder of the Uncertificated
Lower-Tier Interests) (and also including, if applicable, the Trust Fund's      
beneficial interest in a Non-Serviced Mortgaged Property acquired by the        
Non-Serviced Special Servicer on behalf of, and in the name of, the Non-Serviced
Trustee or a nominee thereof for the benefit of the certificateholders under the
Non-Serviced Trust) through foreclosure, acceptance of a deed in lieu of        
foreclosure or otherwise in accordance with applicable law in connection with   
the default or imminent default of a Mortgage Loan. References herein to the    
Special Servicer acquiring, maintaining, managing, inspecting, insuring, selling
or reporting or to Appraisal Reductions and Final Recovery Determinations with  
respect to an "REO Property", shall not include the Trust Fund's beneficial     
interest in a Non-Serviced Mortgaged Property. For the avoidance of doubt, REO  
Property, to the extent allocable to a Companion Loan, shall not be an asset of 
the Trust Fund, the Lower-Tier REMIC or the Upper-Tier REMIC.                   

      "REO Revenues": All income, rents and profits derived from the
ownership, operation or leasing of any REO Property.                            

"Reportable Event": As defined in Section 11.07.        

            "Reporting Servicer": The Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or any Servicing Function Participant engaged by such 
parties as the case may be.                                                     

         "Request for Release": A release signed by a Servicing Officer of
the Master Servicer or the Special Servicer, as applicable, in the form of      
Exhibit E attached hereto.                                                      

   "Residual Certificate": Any Class R Certificate or Class LR
Certificate issued, authenticated and delivered hereunder.                      

            "Responsible Officer": When used with respect to each of the initial
Trustee or the Paying Agent, any Vice President, Assistant Vice-President,      
Assistant Secretary or corporate trust officer in the corporate trust department
of the Trustee and the Paying Agent, and with respect to any successor Trustee  
or the Paying Agent, any officer or assistant officer in the corporate trust    
department of the successor Trustee or Paying Agent or any other officer of the 
successor Trustee or Paying Agent customarily performing functions similar to   
those performed by any of the above designated officers to whom a particular    
matter is referred by the Trustee or the Paying Agent because of such officer's 
knowledge of and familiarity with the particular subject.                       

         "Restricted Period": The 40-day period prescribed by Regulation S
commencing on the later of (a) the date upon which Certificates are first       
offered to Persons other than the Initial Purchaser and any other distributor   
(as such term is defined in Regulation S) of the Certificates and (b) the       
Closing Date.                                                                   

"Rule 144A": Rule 144A under the Act.                   

        "Rule 144A Book-Entry Certificate": With respect to any Class of
Certificates offered and sold in reliance on Rule 144A, a single, permanent     
Book-Entry Certificate, in definitive, fully registered form without interest   
coupons.                                                                        

           "S&P": Standard & Poor's Ratings Services, a division of The McGraw
Hill Companies, Inc., and its successors in interest. If neither S&P nor any    
successor remains in existence, "S&P" shall be deemed to refer to such other    
nationally recognized statistical rating agency or other comparable Person      
designated by the Depositor, notice of which designation shall be given to the  
Trustee, the Paying Agent, the Master Servicer and the Special Servicer and     
specific ratings of S&P herein referenced shall be deemed to refer to the       
equivalent ratings of the party so designated.                                  

         "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": As defined in Section 11.05(a).

      "Scheduled Principal Distribution Amount": With respect to any
Distribution Date and the Mortgage Loans, the aggregate of the principal        
portions of (a) all Monthly Payments (excluding Balloon Payments) due in respect
of such Mortgage Loans during or, if and to the extent not previously received  
or advanced pursuant to Section 4.03 in respect of a preceding Distribution     
Date, prior to, the related Due Period, and all Assumed Scheduled Payments for  
the related Due Period, in each case to the extent either (i) paid by the       
Mortgagor as of the Determination Date (or, with respect to each Mortgage Loan  
with a Due Date occurring or a grace period ending after the related            
Determination Date, the related Due Date or last day of such grace period, as   
applicable, to the extent received by the Master Servicer as of the Business Day
preceding the related P&I Advance Date) (and not previously distributed to      
Certificateholders) or (ii) advanced by the Master Servicer or the Trustee, as  
applicable, pursuant to Section 4.03 in respect of such Distribution Date, and  
(b) all Balloon Payments to the extent received on or prior to the related      
Determination Date (or, with respect to each Mortgage Loan with a Due Date      
occurring or a grace period ending after the related Determination Date, the    
related Due Date or last day of such grace period, as applicable, to the extent 
received by the Master Servicer as of the Business Day preceding the related P&I
Advance Date), and to the extent not included in clause (a) above.              

          "Securities Act": The Securities Act of 1933, as it may be amended
from time to time.                                                              

    "Security Agreement": With respect to any Mortgage Loan, any
security agreement or equivalent instrument, whether contained in the related   
Mortgage or executed separately, creating in favor of the holder of such        
Mortgage a security interest in the personal property constituting security for 
repayment of such Mortgage Loan.                                                

         "Serviced Companion Loan": Each of the Block at Orange Pari Passu
Companion Loan, the Molasky Corporate Center Pari Passu Companion Loan, the PCTC
Medical Building Subordinate Companion Loan, the Tres Puentes IV, V, VI         
Subordinate Companion Loan and the Westin Portfolio Pari Passu Companion Loan,  
as applicable.                                                                  

     "Serviced Companion Loan Securities": Any class of securities
backed, wholly or partially, by any Serviced Pari Passu Companion Loan.         

            "Serviced Companion Noteholder": Each of the holders of the Block at
Orange Pari Passu Companion Loan, the Molasky Corporate Center Pari Passu       
Companion Loan, the PCTC Medical Building Subordinate Companion Loan, the Tres  
Puentes IV, V, VI Subordinate Companion Loan and the Westin Portfolio Pari Passu
Companion Loan as applicable.                                                   

        "Serviced Companion Note": Each of the Block at Orange Companion
Note, the Molasky Corporate Center Companion Note, the PCTC Medical Building    
Companion Note, the Tres Puentes IV, V, VI Companion Note and the Westin        
Portfolio Companion Note, as applicable.                                        

            "Serviced Mortgage Loan": Each of the Block at Orange Mortgage Loan,
the Molasky Corporate Center Mortgage Loan, the PCTC Medical Building Mortgage  
Loan, the Tres Puentes IV, V, VI Mortgage Loan and the Westin Portfolio Mortgage
Loan, as applicable.                                                            

        "Serviced Notes": Each of the Block at Orange Notes, the Molasky
Corporate Center Notes, the PCTC Medical Building Notes, the Tres Puentes IV, V,
VI Notes and the Westin Portfolio Notes, as applicable.                         

         "Serviced Pari Passu Companion Loan": Each of the Block at Orange
Pari Passu Companion Loan, the Molasky Corporate Center Pari Passu Companion    
Loan and the Westin Portfolio Pari Passu Companion Loan.                        

           "Serviced Securitized Companion Loan": Any Companion Loan that is a
component of a Serviced Whole Loan, if and for so long as each such companion   
mortgage loan is included in a Regulation AB Companion Loan Securitization.     

       "Serviced Subordinate Companion Loan": Each of the PCTC Medical
Building Subordinate Companion Loan and the Tres Puentes IV, V, VI Subordinate  
Companion Loan.                                                                 

          "Serviced Whole Loan": Each of the Block at Orange Whole Loan, the
Molasky Corporate Center Whole Loan, the PCTC Medical Building Whole Loan, the  
Tres Puentes IV, V, VI Whole Loan and the Westin Portfolio Whole Loan, as       
applicable.                                                                     

      "Serviced Whole Loan Controlling Holder": Each of the Block at
Orange Controlling Holder, the Molasky Corporate Center Controlling Holder and  
the Westin Portfolio Controlling Holder.                                        

            "Serviced Whole Loan Remittance Date": With respect to each Serviced
Companion Loan, the later of (A) the day that is two (2) Business Days prior to 
the related distribution date for each Other Securitization that includes such  
Serviced Companion Loan or (B) the Business Day following the Business Day of   
receipt by the Master Servicer from the related Serviced Whole Loan borrower of 
all payments received with respect to and allocable to such Serviced Whole Loan.

           "Servicing Account": The account or accounts created and maintained
pursuant to Section 3.03(a).                                                    

          "Servicing Advances": All customary, reasonable and necessary "out
of pocket" costs and expenses (including attorneys' fees and expenses and fees  
of real estate brokers) incurred by the Master Servicer, the Special Servicer or
the Trustee, as applicable, in connection with the servicing and administering  
of (a) a Mortgage Loan (other than a Non-Serviced Mortgage Loan) (and in the    
case of a Serviced Mortgage Loan, the related Serviced Companion Loans) in      
respect of which a default, delinquency or other unanticipated event has        
occurred or as to which a default is reasonably foreseeable or (b) an REO       
Property, including (in the case of each of such clause (a) and clause (b)), but
not limited to, (x) the cost of (i) compliance with the Master Servicer's       
obligations set forth in Section 3.03(c), (ii) the preservation, restoration and
protection of a Mortgaged Property, (iii) obtaining any Insurance and           
Condemnation Proceeds or any Liquidation Proceeds of the nature described in    
clauses (i)-(iv) of the definition of "Liquidation Proceeds," (iv) any          
enforcement or judicial proceedings with respect to a Mortgaged Property,       
including foreclosures and (v) the operation, leasing, management, maintenance  
and liquidation of any REO Property and (y) any amount specifically designated  
herein to be paid as a "Servicing Advance". Notwithstanding anything to the     
contrary, "Servicing Advances" shall not include allocable overhead of the      
Master Servicer or the Special Servicer, such as costs for office space, office 
equipment, supplies and related expenses, employee salaries and related expenses
and similar internal costs and expenses or costs and expenses incurred by any   
such party in connection with its purchase of a Mortgage Loan or REO Property.  

        "Servicing Criteria": The criteria set forth in paragraph (d) of
Item 1122 of Regulation AB as such may be amended from time to time and which as
of the Closing Date are listed on Exhibit X hereto.                             

           "Servicing Fee": With respect to each Mortgage Loan, Companion Loan
and REO Loan, the fee payable to the Master Servicer pursuant to the first      
paragraph of Section 3.11(a).                                                   

           "Servicing Fee Amount": With respect to the Master Servicer and any
date of determination, the aggregate of the products obtained by multiplying,   
for each Mortgage Loan, (a) the Stated Principal Balance of such Mortgage Loan  
as of the end of the immediately preceding Due Period and (b) the difference    
between the Servicing Fee Rate for such Mortgage Loan over the servicing fee    
rate (if any) applicable to such Mortgage Loan as specified in any Sub-Servicing
Agreement related to such Mortgage Loan. With respect to each Sub-Servicer and  
any date of determination, the aggregate of the products obtained by            
multiplying, for each Mortgage Loan serviced by such Sub-Servicer, (a) the      
Stated Principal Balance of such Mortgage Loan as of the end of the immediately 
preceding Due Period and (b) the servicing fee rate specified in the related    
Sub-Servicing Agreement for such Mortgage Loan.                                 

        "Servicing Fee Rate": With respect to each Mortgage Loan and REO
Loan (and with respect to a Non-Serviced Mortgage Loan, solely for purposes of  
calculating the Administrative Cost Rate under this Agreement and not for       
calculating the Servicing Fee), a rate equal to the per annum rate set forth on 
the Mortgage Loan Schedule under the heading "Servicing Fee Rate," in each case 
computed on the basis of the Stated Principal Balance of the related Mortgage   
Loan. With respect to each Companion Loan, the rate payable to the Master       
Servicer with respect to the related Mortgage Loan to the extent not            
inconsistent with the related Intercreditor Agreement. Other than for purposes  
of calculating the Administrative Cost Rate under this Agreement, the "Servicing
Fee Rate" (to be used to calculate the Servicing Fee payable to the Master      
Servicer hereunder) with respect to a Non-Serviced Mortgage Loan is 0.01% per   
annum (and the related Non-Serviced Master Servicer will be entitled to a       
primary servicing fee with respect to such Non-Serviced Mortgage Loan based on a
rate of 0.01% per annum), and for the purposes of calculating the Administrative
Cost Rate under this Agreement, the "Servicing Fee Rate" with respect to a      
Non-Serviced Mortgage Loan is 0.01% per annum.                                  

            "Servicing File": Shall mean a photocopy of all items required to be
included in the Mortgage File, together with each of the following, to the      
extent such items were actually delivered to the related Mortgage Loan Seller   
with respect to a Mortgage Loan and (to the extent that the identified documents
existed on or before the Closing Date and the applicable reference to Servicing 
File relates to any period after the Closing Date) delivered by the related     
Mortgage Loan Seller to the Master Servicer: (i) a copy of any engineering      
reports or property condition reports; (ii) other than with respect to a hotel  
property (except with respect to tenanted commercial space within a hotel       
property), copies of a rent roll and, for any office, retail, industrial or     
warehouse property, a copy of all leases and estoppels and subordination and    
non-disturbance agreements delivered to the Mortgage Loan Seller; (iii) copies  
of related financial statements or operating statements; (iv) all legal opinions
(excluding attorney-client communications between any Mortgage Loan Seller and  
its counsel that are privileged communications or constitute legal or other due 
diligence analyses), Mortgagor's Certificates and certificates of hazard        
insurance and/or hazard insurance policies or other applicable insurance        
policies, if any, delivered in connection with the closing of the Mortgage Loan;
(v) a copy of the Appraisal for the related Mortgaged Property(ies); (vi) the   
documents that were delivered by or on behalf of the Mortgagor, which documents 
were required to be delivered in connection with the closing of such Mortgage   
Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased 
to a single tenant, a copy of the lease; and (viii) a copy of all environmental 
reports that were received by the applicable Mortgage Loan Seller relating to   
the relevant Mortgaged Property.                                                

  "Servicing Function Participant": Any Additional Servicer,
Sub-Servicer, Subcontractor or any other Person, other than the Master Servicer,
the Special Servicer, the Trustee and the Paying Agent, that is performing      
activities that address the Servicing Criteria, unless (i) such Person's        
activities relate only to 5% or less of the Mortgage Loans or (ii) the Depositor
reasonably determines that a Master Servicer, the Special Servicer, the Trustee 
or the Paying Agent may, for the purposes of the Exchange Act reporting         
requirements pursuant to applicable Commission guidance, take responsibility for
the assessment of compliance with the Servicing Criteria of such Person. The    
Servicing Function Participants as of the Closing Date are listed on Exhibit DD 
hereto. Exhibit DD shall be updated and provided to the Depositor and the Paying
Agent in accordance with Section 11.10(c).                                      

      "Servicing Officer": Any officer and/or employee of the Master
Servicer, the Special Servicer or any Additional Servicer involved in, or       
responsible for, the administration and servicing of the Mortgage Loans (and in 
the case of a Serviced Mortgage Loan, any related Serviced Companion Loans),    
whose name and specimen signature appear on a list of servicing officers        
furnished by the Master Servicer, the Special Servicer or any Additional        
Servicer to the Paying Agent, the Trustee and the Depositor on the Closing Date 
as such list may be amended from time to time thereafter.                       

"Servicing-Released Bid": As defined in Section 7.01(c).

"Servicing-Retained Bid": As defined in Section 7.01(c).

       "Servicing Standards": With respect to Capmark Finance Inc., as
Master Servicer, the Capmark Servicing Standard and with respect to the Special 
Servicer and any successor Master Servicer, the General Servicing Standard.     

            "Servicing Transfer Event": With respect to any Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or Companion Loan, the occurrence of any of  
the following events:                                                           

                 (i) with respect to a Mortgage Loan or Companion Loan that is
     not a Balloon Mortgage Loan, (a) a payment default shall have
      occurred at its original Maturity Date, or (b) if the original
      Maturity Date of such Mortgage Loan or Companion Loan has been
          extended as provided herein, a payment default shall have occurred
at such extended Maturity Date; or                      

                  (ii) with respect to each Mortgage Loan or Companion Loan that
         is a Balloon Mortgage Loan, the Balloon Payment is delinquent and
          the related Mortgagor has not provided the Master Servicer, within
      60 days of the related Maturity Date, with a bona fide written
       commitment for refinancing, reasonably satisfactory in form and
  substance to the Master Servicer, which provides that such
       refinancing will occur within 120 days of such related Maturity
     Date, provided that the Mortgage Loan will become a Specially
            Serviced Mortgage Loan immediately if the related Mortgagor fails to
        diligently pursue such financing or to pay any Assumed Scheduled
        Payment on the related Due Date (subject to any applicable grace
          period) at any time before the refinancing or, if such refinancing
         does not occur, the related Mortgage Loan will become a Specially
        Serviced Mortgage Loan at the end of such 120-day period (or for
         such shorter period beyond the date on which that Balloon Payment
           was due within which the refinancing is scheduled to occur pursuant
     to the commitment for refinancing or on which such commitment
terminates); or                                         

               (iii) any Monthly Payment (other than a Balloon Payment) is
       more than 60 days delinquent (unless, in the case of a Serviced
      Whole Loan or Mortgage Loan with mezzanine debt, prior to such
           Monthly Payment becoming more than 60 days delinquent the holder of
          the related Companion Loan or mezzanine debt, as applicable, cures
            such delinquency, subject to the terms and provisions of the related
Intercreditor Agreement); or                            

               (iv) the Master Servicer makes a judgment, or receives from
            the Special Servicer a written determination of the Special Servicer
           (with the consent of the Directing Certificateholder in the case of
            the Special Servicer), that a payment default is imminent and is not
      likely to be cured by the related Mortgagor within 60 days; or

             (v) 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, or the appointment of a conservator, receiver or
         liquidator in any insolvency, readjustment of debt, marshaling of
            assets and liabilities or similar proceedings, or for the winding-up
     or liquidation of its affairs, is entered against the related
          Mortgagor; provided, that if such decree or order is discharged or
          stayed within 60 days of being entered, or if, as to a bankruptcy,
          the automatic stay is lifted within 60 days of a filing for relief
       or the case is dismissed, upon such discharge, stay, lifting or
           dismissal such Mortgage Loan or Companion Loan shall no longer be a
        Specially Serviced Mortgage Loan (and no Special Servicing Fees,
     Workout Fees or Liquidation Fees will be payable with respect
          thereto and any such fees actually paid shall be reimbursed by the
Special Servicer); or                                   

                  (vi) the related Mortgagor shall consent to the appointment of
  a conservator or receiver or liquidator in any insolvency,
     readjustment of debt, marshaling of assets and liabilities or
     similar proceedings of or relating to such Mortgagor or of or
relating to all or substantially all of its property; or

          (vii) the related Mortgagor shall admit in writing its
       inability to pay its debts generally as they become due, file a
  petition to take advantage of any applicable insolvency or
         reorganization statute, make an assignment for the benefit of its
        creditors, or voluntarily suspend payment of its obligations; or

                (viii) a default of which the Master Servicer or the Special
         Servicer, as applicable, has notice (other than a failure by such
    Mortgagor to pay principal or interest) and which the Master
          Servicer or Special Servicer (in the case of the Special Servicer,
        with Directing Certificateholder consent) determines in its good
         faith reasonable judgment may materially and adversely affect the
           interests of the Certificateholders (or, with respect to a Serviced
      Mortgage Loan, the interests of the related Serviced Companion
         Noteholders), if applicable, has occurred and remained unremedied
         for the applicable grace period specified in the related Mortgage
            Loan or Companion Loan documents, other than the failure to maintain
     terrorism insurance if such failure constitutes an Acceptable
       Insurance Default (or if no grace period is specified for those
defaults which are capable of cure, 60 days); or        

             (ix) the Master Servicer or Special Servicer has received
           notice of the foreclosure or proposed foreclosure of any lien other
than the Mortgage on the related Mortgaged Property; or 

               (x) the Master Servicer or Special Servicer (in the case of
the Special Servicer, with the consent of the Directing 
       Certificateholder) determines that (i) a default (other than as
            described in clause (iv) above) under the Mortgage Loan or Companion
            Loan is imminent, (ii) such default will materially impair the value
            of the corresponding Mortgaged Property as security for the Mortgage
          Loan and Companion Loan (if any) or otherwise materially adversely
         affect the interests of Certificateholders (or, with respect to a
     Serviced Mortgage Loan, the interests of the related Serviced
   Companion Noteholders), and (iii) the default will continue
        unremedied for the applicable cure period under the terms of the
          Mortgage Loan or Companion Loan or, if no cure period is specified
        and the default is capable of being cured, for 30 days (provided
            that such 30-day grace period does not apply to a default that gives
            rise to immediate acceleration without application of a grace period
         under the terms of the Mortgage Loan or Companion Loan); provided
           that any determination that a Servicing Transfer Event has occurred
            under this clause (x) with respect to any Mortgage Loan or Companion
         Loan solely by reason of the failure (or imminent failure) of the
         related Mortgagor to maintain or cause to be maintained insurance
         coverage against damages or losses arising from acts of terrorism
         may only be made by the Special Servicer (with the consent of the
Directing Certificateholder);                           

provided, if any Companion Loan becomes a Specially Serviced Mortgage Loan, the 
related AB Mortgage Loan, shall also become a Specially Serviced Mortgage Loan. 
If any AB Mortgage Loan becomes a Specially Serviced Mortgage Loan, the related 
Companion Loan shall become a Specially Serviced Mortgage Loan. If any Serviced 
Companion Loan becomes a Specially Serviced Mortgage Loan, the related Serviced 
Mortgage Loan shall also become a Specially Serviced Mortgage Loan. If a        
Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, the related  
Serviced Companion Loans shall become Specially Serviced Mortgage Loans. If any 
Mortgage Loan in a Crossed Group becomes a Specially Serviced Mortgage Loan,    
each other Mortgage Loan in such Crossed Group shall also become a Specially    
Serviced Mortgage Loan.                                                         

         With respect to a Non-Serviced Mortgage Loan, the occurrence of a
"Servicing Transfer Event" shall be as defined in the Non-Serviced Pooling      
Agreement.                                                                      

"Similar Law": As defined in Section 5.02(c).           

       "Sole Certificateholder": Any Certificate Owner of a book-entry
Certificate or a Holder of a definitive Certificate holding 100% of 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 P, Class Q, Class T and Class
NR Certificates or, with respect to such Classes of Certificates an assignment  
of the voting rights thereof; provided, however, that the Certificate Balances  
of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-M and    
Class A-J Certificates have been retired.                                       

          "Special Servicer": With respect to each of the Mortgage Loans and
Serviced Companion Loans, Midland Loan Services, Inc., a Delaware corporation,  
and its successors in interest and assigns, or any successor Special Servicer   
appointed as herein provided.                                                   

        "Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage Loan), the fee   
payable to the Special Servicer pursuant to the first paragraph of Section      
3.11(b).                                                                        

    "Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Loan (other than a Non-Serviced Mortgage    
Loan), 0.25000% per annum computed on the basis of the Stated Principal Balance 
of the related Mortgage Loan (including any REO Loan) or Companion Loan (if     
provided for under the related Intercreditor Agreement) in the same manner as   
interest is calculated on the Specially Serviced Mortgage Loans.                

          "Specially Serviced Mortgage Loan": As defined in Section 3.01(a).

      "Startup Day": The day designated as such in Section 10.01(b).

            "Stated Principal Balance": With respect to any Mortgage Loan, as of
any date of determination, an amount equal to (x) the Cut-off Date Principal    
Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage
Loan, the unpaid principal balance of such Mortgage Loan after application of   
all scheduled payments of principal and interest due during or prior to the     
month of substitution, whether or not received), plus (y) any Mortgage Deferred 
Interest added to the principal balance of such Mortgage Loan on or before the  
end of the immediately preceding Due Period minus (z) the sum of:               

                 (i) the principal portion of each Monthly Payment due on such
           Mortgage Loan after the Cut-off Date (or in the case of a Qualified
      Substitute Mortgage Loan, the Due Date in the related month of
            substitution), to the extent received from the Mortgagor or advanced
by the Master Servicer;                                 

                (ii) all Principal Prepayments received with respect to such
           Mortgage Loan after the Cut-off Date (or in the case of a Qualified
      Substitute Mortgage Loan, the Due Date in the related month of
substitution);                                          

                 (iii) the principal portion of all Insurance and Condemnation
     Proceeds (to the extent allocable to principal on the related
        Mortgage Loan) and Liquidation Proceeds received with respect to
      such Mortgage Loan after the Cut-off Date (or in the case of a
       Qualified Substitute Mortgage Loan, the Due Date in the related
month of substitution); and                             

              (iv) any reduction in the outstanding principal balance of
    such Mortgage Loan resulting from a Deficient Valuation or a
    modification of such Mortgage Loan pursuant to the terms and
          provisions of this Agreement that occurred prior to the end of the
Due Period for the most recent Distribution Date.       

            With respect to any REO Loan that is a successor to a Mortgage Loan,
as of any date of determination, an amount equal to (x) the Stated Principal    
Balance of the predecessor Mortgage Loan as of the date of the related REO      
Acquisition, minus (y) the sum of:                                              

                  (i) the principal portion of any P&I Advance made with respect
to such REO Loan; and                                   

                (ii) the principal portion of all Insurance and Condemnation
     Proceeds (to the extent allocable to principal on the related
           Mortgage Loan), Liquidation Proceeds and REO Revenues received with
respect to such REO Loan.                               

        A Mortgage Loan or an REO Loan that is a successor to a Mortgage
Loan shall be deemed to be part of the Trust Fund and to have an outstanding    
Stated Principal Balance until the Distribution Date on which the payments or   
other proceeds, if any, received in connection with a Liquidation Event in      
respect thereof are to be (or, if no such payments or other proceeds are        
received in connection with such Liquidation Event, would have been) distributed
to Certificateholders.                                                          

            With respect to any Companion Loan on any date of determination, the
Stated Principal Balance shall equal the unpaid principal balance of such       
Companion Loan as of such date.                                                 

         "Statement to Certificateholders": As defined in Section 4.02(a).

          "Subcontractor": Any vendor, subcontractor or other Person that is
not responsible for the overall servicing (as "servicing" is commonly understood
by participants in the mortgage-backed securities market) 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 Certificate": Any 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 P, Class Q, Class T or Class NR Certificate.                  

            "Sub-Servicer": Any Person that services Mortgage Loans on behalf of
the Master Servicer, the Special Servicer or an Additional Servicer and is      
responsible for the performance (whether directly or through Sub-Servicers or   
Subcontractors) of a substantial portion of the material servicing functions    
required to be performed by the Master Servicer, the Special Servicer or an     
Additional Servicer under this Agreement, with respect to some or all of the    
Mortgage Loans, that are identified in Item 1122(d) of Regulation AB.           

          "Sub-Servicing Agreement": The written contract between the Master
Servicer or the Special Servicer, as the case may be, and any Sub-Servicer      
relating to servicing and administration of Mortgage Loans as provided in       
Section 3.22.                                                                   

       "Substitution Shortfall Amount": With respect to a substitution
pursuant to Section 2.03(b) hereof, an amount equal to the excess, if any, of   
the Purchase Price of the Mortgage Loan being replaced calculated as of the date
of substitution over the Stated Principal Balance of the related Qualified      
Substitute Mortgage Loan after application of all scheduled payments of         
principal and interest due during or prior to the month of substitution. In the 
event that one or more Qualified Substitute Mortgage Loans are substituted (at  
the same time by the same Mortgage Loan Seller) for one or more deleted Mortgage
Loans, the Substitution Shortfall Amount shall be determined as provided in the 
preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage
Loan or Mortgage Loans being replaced and the aggregate Stated Principal        
Balances of the related Qualified Substitute Mortgage Loans.                    

"Successful Bidder": As defined in Section 7.01(c).     

"Surviving Entity": As defined in Section 6.02(b).      

         "Tax Returns": The federal income tax returns on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income  
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest 
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, 
to be filed on behalf of each of the Upper-Tier REMIC and the Lower-Tier REMIC  
due to its classification as a REMIC under the REMIC Provisions, together with  
any and all other information, reports or returns that may be required to be    
furnished to the Certificateholders or filed with the Internal Revenue Service  
or any other governmental taxing authority under any applicable provisions of   
federal tax law or Applicable State and Local Tax Law.                          

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

"Transfer Affidavit": As defined in Section 5.02(d).    

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

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

"Transferor Letter": As defined in Section 5.02(d).     

           "Tres Puentes IV, V, VI Companion Note": The Tres Puentes IV, V, VI
Subordinate Companion Loan.                                                     

      "Tres Puentes IV, V, VI Intercreditor Agreement": That certain
Intercreditor Agreement among the noteholders, dated as of October 31, 2007, by 
and among the holder of the Tres Puentes IV, V, VI Subordinate Companion Loan   
and the holder of the Tres Puentes IV, V, VI Mortgage Loan, relating to the     
relative rights of such holders of the Tres Puentes IV, V, VI Whole Loan, as the
same may be further amended in accordance with the terms thereof.               

        "Tres Puentes IV, V, VI Mortgage Loan": With respect to the Tres
Puentes IV, V, VI Whole Loan, the Mortgage Loan that is included in the Trust   
(identified as Mortgage Loan No. 22 on the Mortgage Loan Schedule), which is    
designated as promissory note A, and is superior in right of payment with the   
Tres Puentes IV, V, VI Subordinate Companion Loan to the extent set forth in the
Tres Puentes IV, V, VI Intercreditor Agreement.                                 

           "Tres Puentes IV, V, VI Mortgaged Property": The Mortgaged Property
which secures the Tres Puentes IV, V, VI Whole Loan.                            

           "Tres Puentes IV, V, VI Notes": The Tres Puentes IV, V, VI Mortgage
Loan and the Tres Puentes IV, V, VI Subordinate Companion Loan.                 

            "Tres Puentes IV, V, VI Subordinate Companion Loan": With respect to
the Tres Puentes IV, V, VI Whole Loan, the related promissory note made by the  
related mortgagor and secured by the mortgage on the Tres Puentes IV, V, VI     
Mortgaged Property and designated as promissory note B, which is not included in
the Trust and which is subordinate in right of payment to the Tres Puentes IV,  
V, VI Mortgage Loan to the extent set forth in the related Mortgage Loan        
documents and as provided in the Tres Puentes IV, V, VI Intercreditor Agreement.

       "Tres Puentes IV, V, VI Whole Loan": The Tres Puentes IV, V, VI
Mortgage Loan, together with the Tres Puentes IV, V, VI Subordinate Companion   
Loan, each of which is secured by the same Mortgage on the Tres Puentes IV, V,  
VI Mortgaged Property. References herein to the Tres Puentes IV, V, VI Whole    
Loan shall be construed to refer to the aggregate indebtedness under the Tres   
Puentes IV, V, VI Mortgage Loan and the Tres Puentes IV, V, VI Subordinate      
Companion Loan.                                                                 

           "Trust": The trust created hereby and to be administered hereunder.
The Trust shall be named: "J.P. Morgan Chase Commercial Mortgage Securities     
Trust 2007-C1".                                                                 

      "Trust Fund": The corpus of the trust created hereby and to be
administered hereunder, consisting of: (i) such Mortgage Loans as from time to  
time are subject to this Agreement, together with the Mortgage Files relating   
thereto (subject to, in the case of a Serviced Whole Loan, the interests of the 
related Serviced Companion Noteholders in the related Mortgage File); (ii) all  
scheduled or unscheduled payments on or collections in respect of the Mortgage  
Loans due after the Cut-off Date (or with respect to a Qualified Substitute     
Mortgage Loan, the Due Date in the month of substitution); (iii) any REO        
Property (to the extent of the Trust Fund's interest therein) or the Trust      
Fund's beneficial interest in the Mortgaged Property securing a Non-Serviced    
Whole Loan acquired under the related Non-Serviced Pooling Agreement; (iv) all  
revenues received in respect of any REO Property (to the extent of the Trust    
Fund's interest therein); (v) the Master Servicer's, the Special Servicer's and 
the Trustee's rights under the insurance policies with respect to the Mortgage  
Loans required to be maintained pursuant to this Agreement and any proceeds     
thereof (to the extent of the Trust Fund's interest therein); (vi) any          
Assignments of Leases and any security agreements (to the extent of the Trust   
Fund's interest therein); (vii) any letters of credit, indemnities, guaranties  
or lease enhancement policies given as additional security for any Mortgage     
Loans (to the extent of the Trust Fund's interest therein); (viii) all assets   
deposited in the Servicing Accounts (to the extent of the Trust Fund's interest 
therein), amounts on deposit in the Certificate Account, the Lower-Tier         
Distribution Account, the Upper-Tier Distribution Account, the Interest Reserve 
Account, the Gain-on-Sale Reserve Account (to the extent of the Trust Fund's    
interest in such Gain-on-Sale Reserve Account) and any REO Account (to the      
extent of the Trust Fund's interest in such REO Account), including any         
reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements 
(to the extent of the Trust Fund's interest therein); (x) the rights and        
remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the   
extent transferred to the Trustee); (xi) the Uncertificated Lower-Tier          
Interests; and (xii) the proceeds of the foregoing (other than any interest     
earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow   
Accounts and any Reserve Accounts, to the extent such interest belongs to the   
related Mortgagor).                                                             

          "Trustee": Wells Fargo Bank, N.A., a national banking association,
in its capacity as trustee and its successors in interest, or any successor     
Trustee appointed as herein provided.                                           

  "Trustee Exception Report": As defined in Section 2.02(b).

            "Trustee Fee": The fee to be paid to the Trustee as compensation for
the Trustee's activities under this Agreement. The Trustee Fee includes the     
Paying Agent fee. No portion of the Trustee Fee shall be calculated by reference
to any Companion Loan or the principal balance of any Companion Loan.           

          "Trustee Fee Rate": A rate equal to 0.001500 per annum computed on
the basis of the Stated Principal Balance of the related Mortgage Loan (and in  
the same manner as interest is calculated on the related Mortgage Loan) as of   
the preceding Distribution Date. The Trustee Fee Rate includes the Paying Agent 
fee rate.                                                                       

"Trustee's Direction": As defined in Section 7.01(a).   

         "UCC": The Uniform Commercial Code, as enacted in each applicable
state.                                                                          

           "UCC Financing Statement": A financing statement prepared and filed
pursuant to the UCC, as in effect in the relevant jurisdiction.                 

       "Uncertificated Lower-Tier Interests": Any of the Class LA-1-1,
Class LA-1-2, Class LA-1-3, Class LA-1-4, Class LA-2-1, Class LA-2-2, Class     
LA-3-1, Class LA-3-2, Class LA-3-3, Class LA-3-4, Class LA-4-1, Class LA-4-2,   
Class LA-4-3, Class LA-4-4, Class LA-4-5, Class LA-4-6, Class LA-4-7, Class     
LA-4-8, Class LA-SB-1, Class LA-SB-2, Class LA-SB-3, Class LA-SB-4, Class       
LA-SB-5, Class LA-SB-6, Class LA-M, Class LA-J, Class LB, Class LC, Class LD,   
Class LE, Class LF-1, Class LF-2, Class LG-1, Class LG-2, Class LG-3, Class     
LH-1, Class LH-2, Class LJ-1, Class LJ-2, Class LJ-3, Class LK-1, Class LK-2,   
Class LL-1, Class LL-2, Class LM-1, Class LM-2, Class LN, Class LP-1, Class     
LP-2, Class LQ, Class LT, Class LNR-1, Class LNR-2, Class LNR-3 and Class LNR-4 
Uncertificated Interests.                                                       

          "Underwriters": J.P. Morgan Securities Inc. and Natixis Securities
North America Inc.                                                              

       "Uninsured Cause": Any cause of damage to property subject to a
Mortgage such that the complete restoration of such property is not fully       
reimbursable by the hazard insurance policies or flood insurance policies       
required to be maintained pursuant to Section 3.07.                             

      "Unliquidated Advance": Any Advance previously made by a party
hereto that has been previously reimbursed, as between the Person that made the 
Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of
a Workout-Delayed Reimbursement Amount pursuant to subsections (iii) and (iv) of
Section 3.05(a) but that has not been 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.                                          

        "Unscheduled Principal Distribution Amount": With respect to any
Distribution Date and the Mortgage Loans, the aggregate of (a) all Principal    
Prepayments received on such Mortgage Loans on or prior to the Determination    
Date and (b) the principal portions of all Liquidation Proceeds, Insurance and  
Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued 
interest on Advances and other additional Trust Fund expenses incurred in       
connection with the related Mortgage Loan) and, if applicable, REO Revenues     
received with respect to such Mortgage Loans and any REO Loans on or prior to   
the related Determination Date, but in each case only to the extent that such   
principal portion represents a recovery of principal for which no advance was   
previously made pursuant to Section 4.03 in respect of a preceding Distribution 
Date.                                                                           

    "Upper-Tier Distribution Account": The segregated account or
accounts (or a subaccount of the Distribution Account) created and maintained by
the Paying Agent pursuant to Section 3.04(b) in trust for the                   
Certificateholders, which shall be entitled "Wells Fargo Bank, N.A., as Paying  
Agent, in trust for the registered Holders of J.P. Morgan Chase Commercial      
Mortgage Securities Trust 2007-C1, Commercial Mortgage Pass-Through             
Certificates, Series 2007-C1, Upper-Tier Distribution Account." Any such account
or accounts shall be an Eligible Account (or a subaccount of the Distribution   
Account).                                                                       

         "Upper-Tier REMIC": One of the two separate REMICs comprising the
Trust Fund, the assets of which consist of the Uncertificated Lower-Tier        
Interests and such amounts as shall from time to time be held in the Upper-Tier 
Distribution Account.                                                           

     "U.S. Dollars": Lawful money of the United States of America.

    "U.S. Person": A citizen or resident of the United States, a
corporation or partnership (except to the extent provided in applicable Treasury
Regulations) or other entity 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 whose income is subject to United States federal income tax 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 such 
U.S. Persons 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 August 20, 1996 which are eligible to elect to be treated
as U.S. Persons).                                                               

       "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various       
Classes of Certificateholders as follows: (i) 4% in the case of the Class X     
Certificates (allocated pro rata, between the Class X-1 and Class X-2           
Certificates based upon their Class Notional Amounts) and (ii) in the case of   
any other Class of Regular Certificates (other than the Class X Certificates) a 
percentage equal to the product of 96% and a fraction, the numerator of which is
equal to the aggregate Certificate Balance of such Class, in each case,         
determined as of the Distribution Date immediately preceding such time, and the 
denominator of which is equal to the aggregate Certificate Balance of the       
Regular Certificates (other than the Class X Certificates), each determined as  
of the Distribution Date immediately preceding such time. None of the Class R   
Certificates and the Class LR Certificates will be entitled to any Voting       
Rights. Voting Rights allocated to a Class of Certificateholders shall be       
allocated among such Certificateholders in proportion to the Percentage         
Interests evidenced by their respective Certificates. Appraisal Reductions shall
not result in a change in the Class Voting Rights of any Class of Regular       
Certificates.                                                                   

 "Weighted Average Net Mortgage Rate": With respect to any
Distribution Date, the weighted average of the applicable Net Mortgage Rates of 
the Mortgage Loans as of the first day of the related Due Period, weighted on   
the basis of their respective Stated Principal Balances as of the first day of  
such Due Period (after giving effect to any payments received during any        
applicable grace period).                                                       

          "Westin Portfolio Companion Note": The Westin Portfolio Pari Passu
Companion Loan.                                                                 

       "Westin Portfolio Controlling Holder": Initially, the Directing
Certificateholder and otherwise the Holder of Note A-1 as set forth in the      
related Intercreditor Agreement.                                                

"Westin Portfolio Intercreditor Agreement": That certain
Intercreditor Agreement among the noteholders, dated as of December 20, 2007, by
and among the holder of the Westin Portfolio Pari Passu Companion Loan and the  
holder of the Westin Portfolio Mortgage Loan, relating to the relative rights of
such holders of the Westin Portfolio Whole Loan, as the same may be further     
amended in accordance with the terms thereof.                                   

    "Westin Portfolio Mortgage Loan": With respect to the Westin
Portfolio Whole Loan, the Mortgage Loan that is included in the Trust           
(identified as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which is     
designated as promissory note A-1, and is pari passu in right of payment with   
the Westin Portfolio Pari Passu Companion Loan to the extent set forth in the   
Westin Portfolio Intercreditor Agreement.                                       

           "Westin Portfolio Mortgaged Property": The Mortgaged Property which
secures the Westin Portfolio Whole Loan.                                        

            "Westin Portfolio Notes": The Westin Portfolio Mortgage Loan and the
Westin Portfolio Pari Passu Companion Loan.                                     

         "Westin Portfolio Pari Passu Companion Loan": With respect to the
Westin Portfolio Whole Loan, the related promissory note made by the related    
mortgagor and secured by the mortgage on the Westin Portfolio Mortgaged Property
and designated as promissory note A-2, which is not included in the Trust and   
which is pari passu in right of payment to the Westin Portfolio Mortgage Loan to
the extent set forth in the related Mortgage Loan documents and as provided in  
the Westin Portfolio Intercreditor Agreement.                                   

          "Westin Portfolio Whole Loan": The Westin Portfolio Mortgage Loan,
together with the Westin Portfolio Pari Passu Companion Loan, each of which is  
secured by the same Mortgage on the Westin Portfolio Mortgaged Property.        
References herein to the Westin Portfolio Whole Loan shall be construed to refer
to the aggregate indebtedness under the Westin Portfolio Mortgage Loan and the  
Westin Portfolio Pari Passu Companion Loan.                                     

"Withheld Amounts": As defined in Section 3.25(a).      

    "Workout-Delayed Reimbursement Amounts": With respect to any
Mortgage Loan, the amount of any Advances made with respect to such Mortgage    
Loan on or before the date such Mortgage Loan becomes (or, but for the making of
three Monthly Payments under its modified terms, would then constitute) a       
Corrected Mortgage Loan, together with (to the extent accrued and unpaid)       
interest on such Advances, to the extent that (i) such Advance (and accrued and 
unpaid interest thereon) is not reimbursed to the Person who made such Advance  
on or before the date, if any, on which such Mortgage Loan becomes a Corrected  
Mortgage Loan and (ii) the amount of such Advance (and accrued and unpaid       
interest thereon) becomes an obligation of the Mortgagor to pay such amount     
under the terms of the modified loan documents. 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 in the future that such    
amount instead constitutes a Nonrecoverable Advance.                            

           "Workout Fee": The fee paid to the Special Servicer with respect to
each Corrected Mortgage Loan (other than with respect to a Non-Serviced Mortgage
Loan).                                                                          

           "Workout Fee Rate": With respect to each Corrected Mortgage Loan, a
fee of 1.00% of each collection (other than Penalty Charges) of interest and    
principal (other than any amount for which a Liquidation Fee would be paid),    
including (i) Monthly Payments, (ii) Balloon Payments and (iii) payments (other 
than those included in clause (i) or (ii) of this definition) at maturity,      
received on each Corrected Mortgage Loan for so long as it remains a Corrected  
Mortgage Loan.                                                                  

            "Yield Maintenance Charge": With respect to any Mortgage Loan or REO
Loan, the yield maintenance charge or prepayment premium set forth in the       
related Mortgage Loan documents; provided that no amounts shall be considered   
Yield Maintenance Charges until there has been a full recovery of all principal,
interest and other amounts due under the related Mortgage Loan.                 

     Section 1.02 Certain Calculations. Unless otherwise specified
herein, for purposes of determining amounts with respect to the Certificates and
the rights and obligations of the parties hereto, the following provisions shall
apply:                                                                          

       (i) All calculations of interest (other than as provided in the
      Mortgage Loan documents) provided for herein shall be made on the basis of
a 360-day year consisting of twelve 30-day months.                  

           (ii) Any Mortgage Loan payment is deemed to be received on the date
 such payment is actually received by the Master Servicer, the Special
  Servicer, the Paying Agent or the Trustee; provided, however, that for
purposes of calculating distributions on the Certificates, Principal
      Prepayments with respect to any Mortgage Loan are deemed to be received on
the date they are applied in accordance with the Servicing Standards
  consistent with the terms of the related Mortgage Note and Mortgage to
   reduce the outstanding principal balance of such Mortgage Loan on which
interest accrues.                                                   

      (iii) Any reference to the Certificate Balance of any Class of
    Certificates (other than the Class X and Residual Certificates) on or as
 of a Distribution Date shall refer to the Certificate Balance of such
    Class of Certificates (other than the Class X and Residual Certificates)
  on such Distribution Date after giving effect to (a) any distributions
made on such Distribution Date pursuant to Section 4.01(a), (b) any 
     Collateral Support Deficit allocated to such Class of Certificates (other
    than the Class X and Residual Certificates) on the immediately preceding
Distribution Date pursuant to Section 4.04, (c) the addition of any 
 Certificate Deferred Interest allocated to such Class of Certificates
(other than the Class X and Residual Certificates) and added to such
     Certificate Balance pursuant to Section 4.06(b) and (d) any recoveries on
the related Mortgage Loan of Nonrecoverable Advances (plus interest 
      thereon) that were previously reimbursed from principal collections on the
     Mortgage Loans that resulted in a reduction of the Principal Distribution
    Amount, which recoveries are allocated to such Class of Certificates and
added to the Certificate Balance pursuant to Section 4.04(a).       

[End of Article I]

ARTICLE II

 CONVEYANCE OF MORTGAGE LOANS;
 ORIGINAL ISSUANCE OF CERTIFICATES

     Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, does hereby establish a    
trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and  
convey to the Trustee, in trust, without recourse, for the benefit of the       
Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier  
Interests) all the right, title and interest of the Depositor, including any    
security interest therein for the benefit of the Depositor, in, to and under (i)
the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2,
3, 4, 5, 6(a) (excluding clause (viii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f),
6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase   
Agreements, (iii) the Intercreditor Agreements, and (iv) all other assets       
included or to be included in the Trust Fund. Such assignment includes all      
interest and principal received or receivable on or with respect to the Mortgage
Loans (other than (i) payments of principal and interest due and payable on the 
Mortgage Loans on or before the Cut-off Date; (ii) prepayments of principal     
collected on or before the Cut-off Date; and (iii) with respect to those        
Mortgage Loans that were closed in November 2007 but have their first Due Date  
in January 2008, any interest amounts relating to the period prior to the       
Cut-off Date). The transfer of the Mortgage Loans and the related rights and    
property accomplished hereby is absolute and, notwithstanding Section 12.07, is 
intended by the parties to constitute a sale. In connection with the assignment 
to the Trustee of Sections 1, 2, 3, 4, 5, 6(a) (excluding clause (viii) of      
Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19  
of each of the Mortgage Loan Purchase Agreements, it is intended that the       
Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with any
exercise of rights under the assigned Sections, and the Depositor shall use its 
best efforts to make available to the Trustee the benefits of Sections 10, 11   
and 14 in connection therewith.                                                 

     (b) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall direct, and hereby represents and     
warrants that it has directed, each of the Mortgage Loan Sellers 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 thereby, on or before the Closing Date, the Mortgage File for each    
Mortgage Loan so assigned, with copies to the Master Servicer. If the applicable
Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any        
Mortgage Loan, the original Mortgage Note, the delivery requirements of the     
applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be   
deemed to have been satisfied; provided, such Mortgage Loan Seller shall deliver
a copy or duplicate original of such Mortgage Note, together with an affidavit  
certifying that the original thereof has been lost or destroyed and indemnifying
the Trustee. If the applicable Mortgage Loan Seller cannot deliver, or cause to 
be delivered, as to any Mortgage Loan, any of the documents and/or instruments  
referred to in clauses (ii), (iv), (viii), (xi) and (xii) of the definition of  
"Mortgage File," with evidence of filing or recording thereon (if intended to be
recorded or filed), solely because of a delay caused by the public filing or    
recording office where such document or instrument has been delivered for filing
or recordation, the delivery requirements of the applicable Mortgage Loan       
Purchase Agreement and this Section 2.01(b) shall be deemed to have been        
satisfied on a provisional basis as of the Closing Date as to such non-delivered
document or instrument, and such non-delivered document or instrument shall be  
deemed to have been included in the Mortgage File, if a duplicate original or a 
photocopy of such non-delivered document or instrument (certified by the        
applicable public filing or recording office, the applicable title insurance    
company or the applicable Mortgage Loan Seller to be a true and complete copy of
the original thereof submitted for filing or recording) is delivered to the     
Trustee or a Custodian appointed thereby on or before the Closing Date, and     
either the original of such non-delivered document or instrument, or a photocopy
thereof (certified by the appropriate county recorder's office, in the case of  
the documents and/or instruments referred to in clause (ii) of the definition of
"Mortgage File," to be a true and complete copy of the original thereof         
submitted for recording), with evidence of filing or recording thereon, is      
delivered to the Trustee or such Custodian within 180 days of the Closing Date  
(or within such longer period, not to exceed 18 months, after the Closing Date  
as the Trustee may consent to, which consent shall not be unreasonably withheld 
so long as the applicable Mortgage Loan Seller is, as certified in writing to   
the Trustee no less often than every 90 days, attempting in good faith to obtain
from the appropriate public filing office or county recorder's office such      
original or photocopy). If the applicable Mortgage Loan Seller cannot deliver,  
or cause to be delivered, as to any Mortgage Loan, any of the documents and/or  
instruments referred to in clauses (ii), (iv), (viii), (xi) and (xii) of the    
definition of "Mortgage File," with evidence of filing or recording thereon, for
any other reason, including, without limitation, that such non-delivered        
document or instrument has been lost or destroyed, the delivery requirements of 
the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall  
be deemed to have been satisfied as to such non-delivered document or           
instrument, and such non-delivered document or instrument shall be deemed to    
have been included in the Mortgage File, if a photocopy of such non-delivered   
document or instrument (with evidence of filing or recording thereon and        
certified in the case of the documents and/or instruments referred to in clause 
(ii) of the definition of "Mortgage File" by the appropriate county recorder's  
office to be a true and complete copy of the original thereof submitted for     
recording) is delivered to the Trustee or a Custodian appointed thereby on or   
before the Closing Date. Neither the Trustee nor any Custodian shall in any way 
be liable for any failure by any Mortgage Loan Seller or the Depositor to comply
with the delivery requirements of the related Mortgage Loan Purchase Agreement  
and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, the  
applicable Mortgage Loan Seller cannot deliver in complete and recordable form  
(or form suitable for filing or recording, if applicable) any one of the        
assignments in favor of the Trustee referred to in clause (iii), (v) (to the    
extent not already assigned pursuant to clause (iii)), (vii) (to the extent not 
already assigned pursuant to clause (iii)) or (xi) of the definition of         
"Mortgage File" solely because of the unavailability of filing or recording     
information as to any existing document or instrument and/or because such       
assignments are assignments in blank and have not been completed in favor of the
Trustee as specified in the related clause(s) of the definition of "Mortgage    
File," such Mortgage Loan Seller may provisionally satisfy the delivery         
requirements of the related Mortgage Loan Purchase Agreement and this Section   
2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an 
omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H;
provided that all required original assignments with respect to such Mortgage   
Loan, in fully complete and recordable form (or form suitable for filing or     
recording, if applicable), are delivered to the Trustee or its Custodian within 
180 days after the Closing Date (or within such longer period, not to exceed 18 
months, as the Trustee in its discretion may consent to, which consent shall not
be unreasonably withheld so long as the applicable Mortgage Loan Seller is, as  
certified in writing to the Trustee no less often than every 90 days, attempting
in good faith to obtain from the appropriate public filing office or county     
recorder's office the applicable filing or recording information as to the      
related document or instrument). Notwithstanding anything herein to the         
contrary, with respect to letters of credit, the applicable Mortgage Loan Seller
shall deliver to the Master Servicer and the Master Servicer shall hold the     
original (or copy, if such original has been submitted by the applicable        
Mortgage Loan Seller to the issuing bank to effect an assignment or amendment of
such letter of credit (changing the beneficiary thereof to the Trust (in care of
the Master Servicer) that may be required in order for the Master Servicer to   
draw on such letter of credit on behalf of the Trust in accordance with the     
applicable terms thereof and/or of the related Mortgage Loan documents) and the 
applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery  
requirements of the related Mortgage Loan Purchase Agreement and this Section   
2.01(b) by delivering with respect to any letter(s) of credit a copy thereof to 
the Trustee together with an officer's certificate of the applicable Mortgage   
Loan Seller certifying that such document has been delivered to the Master      
Servicer or an officer's certificate from the Master Servicer certifying that it
holds the letter(s) of credit pursuant to this Section 2.01(b), one of which    
shall be delivered to the Trustee on the Closing Date. If a letter of credit    
referred to in the previous sentence is not in a form that would allow the      
Master Servicer to draw on such letter of credit on behalf of the Trust in      
accordance with the applicable terms thereof and/or of the related Mortgage Loan
documents, the applicable Mortgage Loan Seller shall deliver the appropriate    
assignment or amendment documents (or copies of such assignment or amendment    
documents if the related Mortgage Loan Seller has submitted the originals to the
related issuer of such letter of credit for processing) to the Master Servicer  
within 30 days of the Closing Date. If not otherwise paid by the related        
Mortgagor, the applicable Mortgage Loan Seller shall pay any costs of assignment
or amendment of such letter(s) of credit required in order for the Master       
Servicer to draw on such letter(s) of credit on behalf of the Trust and shall   
cooperate with the reasonable requests of the Master Servicer or the Special    
Servicer, as applicable, in connection with effectuating a draw under any such  
letter of credit prior to the date such letter of credit is assigned or amended 
in order that it may be drawn by the Master Servicer on behalf of the Trust.    

          (c) Pursuant to each Mortgage Loan Purchase Agreement, the related
Mortgage Loan Seller is required at its sole cost and expense, to itself, or to 
engage a third party to, put each Assignment of Mortgage, each assignment of    
Assignment of Leases and each assignment of each UCC Financing Statement        
("Assignments" and, individually, "Assignment") relating to the Mortgage Loans  
conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper  
form for filing or recording, as applicable, and to submit such Assignments for 
filing or recording, as the case may be, in the applicable public filing or     
recording office, and on the Closing Date, such Mortgage Loan Seller may deliver
one (1) omnibus assignment for all such Mortgage Loans to the Trustee or its    
Custodian as provided in Section 2.01(b). Except under the circumstances        
provided for in the last sentence of this subsection (c), the related Mortgage  
Loan Seller will itself, or a third party at such Mortgage Loan Seller's expense
will, promptly (and in any event within 120 days after the later of the Closing 
Date and the Trustee's actual receipt of the related documents and the necessary
recording and filing information) cause to be submitted for recording or filing,
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 (iii) and (v) of the definition of "Mortgage File" and   
each UCC assignment to the Trustee referred to in clause (xi) of the definition 
of "Mortgage File." Each such Assignment submitted for recording shall reflect  
that it should be returned by the public recording office to the Trustee or its 
designee following recording (or to the agent of the Mortgage Loan Seller who   
will then be responsible for delivery of the same to the Trustee or its         
designee), and each such UCC assignment submitted for recording or filing shall 
reflect that the file copy thereof should be returned to the Trustee or its     
designee following recording or filing (or to the agent of the Mortgage Loan    
Seller who will then be responsible for delivery of the same to the Trustee or  
its designee). If any such document or instrument is determined to be incomplete
or not to meet the recording or filing requirements of the jurisdiction in which
it is to be recorded or filed, or is lost by the public office or returned      
unrecorded or unfiled, as the case may be, because of a defect therein, on or   
about 180 days after the Closing Date, the related Mortgage Loan Seller or its  
designee shall prepare, at its own expense, a substitute therefor or cure such  
defect, as the case may be, and thereafter the Mortgage Loan Seller or its      
designee shall, at the expense of the related Mortgage Loan Seller, upon receipt
thereof cause the same to be duly recorded or filed, as appropriate. If, by the 
first anniversary of the Closing Date, the Trustee has not received confirmation
of the recording or filing as the case may be, of any such Assignment, it shall 
so advise the related Mortgage Loan Seller who may then pursue such confirmation
itself or request that the Trustee pursue such confirmation at the related      
Mortgage Loan Seller's expense, and upon such a request and provision for       
payment of such expenses satisfactory to the Trustee, the Trustee, at the       
expense of the applicable Mortgage Loan Seller, shall cause a search of the land
records of each applicable jurisdiction and of the records of the offices of the
applicable Secretary of State for confirmation that the Assignment appears in   
such records and retain a copy of such confirmation in the related Mortgage     
File. In the event that confirmation of the recording or filing of an Assignment
cannot be obtained, the Trustee or the related Mortgage Loan Seller, as         
applicable, shall promptly inform the other and the Trustee shall provide such  
Mortgage Loan Seller with a copy of the Assignment and request the preparation  
of a new Assignment. The related Mortgage Loan Seller shall pay the expenses for
the preparation of replacement Assignments for any Assignments which, having    
been properly submitted for filing or recording to the appropriate governmental 
office by the Trustee, fail to appear of record and must be resubmitted.        
Notwithstanding the foregoing, there shall be no requirement to record any      
assignment to the Trustee referred to in clause (iii) or (v) of the definition  
of "Mortgage File," or to file any UCC-3 to the Trustee referred to in clause   
(xi) of the definition of "Mortgage File," in those jurisdictions where, in the 
written opinion of local counsel (which opinion shall be an expense of the      
related Mortgage Loan Seller) acceptable to the Depositor and the Trustee, such 
recordation and/or filing is not required to protect the Trustee's interest in  
the related Mortgage Loans against sale, further assignment, satisfaction or    
discharge by the related Mortgage Loan Seller, the Master Servicer, the Special 
Servicer, any Sub-Servicer or the Depositor.                                    

          (d) All documents and records in the Depositor's or the applicable
Mortgage Loan Seller's possession relating to the Mortgage Loans (including     
financial statements, operating statements and any other information provided by
the respective Mortgagor from time to time, but excluding the applicable        
Mortgage Loan Seller's internal communications (including such communications   
between the Mortgage Loan Seller and its Affiliates) and underwriting analysis  
(including documents prepared by the applicable Mortgage Loan Seller or any of  
its Affiliates for such purposes), draft documents, attorney-client             
communications that are privileged communications or constitute legal or other  
due diligence analyses and credit underwriting or due diligence analyses or     
data) that (i) are not required to be a part of a Mortgage File in accordance   
with the definition thereof and (ii) are reasonably necessary for the servicing 
of each such Mortgage Loan, together with copies of all documents in each       
Mortgage File, shall be delivered by the Depositor or the applicable Mortgage   
Loan Seller to the Master Servicer within 5 Business Days after the Closing Date
and shall be held by the Master Servicer on behalf of the Trustee in trust for  
the benefit of the Certificateholders (and as holder of the Uncertificated      
Lower-Tier Interests) and, if applicable, on behalf of the related Companion    
Holder. Such documents and records shall be any documents and records (with the 
exception of any items excluded under the immediately preceding sentence) that  
would otherwise be a part of the Servicing File.                                

     (e) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall deliver, and hereby represents and    
warrants that it has delivered, to the Trustee and the Master Servicer, on or   
before the Closing Date, a fully executed original counterpart of each of the   
Mortgage Loan Purchase Agreements, as in full force and effect, without         
amendment or modification, on the Closing Date.                                 

     (f) The Depositor shall use its best efforts to require that,
promptly after the Closing Date, but in all events within three Business Days   
after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds 
on deposit in escrow accounts maintained with respect to the Mortgage Loans     
transferred by such Mortgage Loan Seller, whether such accounts are held in the 
name of the applicable Mortgage Loan Seller or any other name to be transferred 
to the Master Servicer (or a Sub-Servicer) for deposit into Servicing Accounts. 

            (g) The Trustee hereby acknowledges the receipt by it of the Closing
Date Deposit Amount. The Trustee shall hold such Closing Date Deposit Amount in 
the Distribution Account and shall include the Closing Date Deposit Amount in   
the Available Distribution Amount for the initial Distribution Date.            

   Section 2.02 Acceptance by Trustee. (a) The Trustee, by the
execution and delivery of this Agreement (1) acknowledges receipt by it or a    
Custodian on its behalf, subject to the provisions of Section 2.01 and the      
further review provided for in this Section 2.02 and to any exceptions noted on 
the Trustee Exception Report, in good faith and without notice of any adverse   
claim, of the applicable documents specified in clauses (i), (ii), (ix), (xv),  
(xvi) (or, with respect to clause (xvi), a copy of such letter of credit and an 
officer's certificate as contemplated by Section 2.01(b) hereof) and (xxiii) of 
the definition of "Mortgage File" with respect to each Mortgage Loan, of a fully
executed original counterpart of each of the Mortgage Loan Purchase Agreements, 
and of all other assets included in the Trust Fund and (2) declares (a) that it 
or a Custodian on its behalf holds and will hold such documents and the other   
documents delivered or caused to be delivered by the Mortgage Loan Sellers that 
constitute the Mortgage Files, and (b) that it holds and will hold such other   
assets included in the Trust Fund, in trust for the exclusive use and benefit of
all present and future Certificateholders and, with respect to any original     
document in the Mortgage File for each Serviced Whole Loan, for any present or  
future Companion Holder (and for the benefit of the Trustee as holder of the    
Uncertificated Lower-Tier Interests), as applicable. If any Mortgage Loan Seller
is unable to deliver or cause the delivery of any original Mortgage Note, such  
Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with a  
signed lost note affidavit and appropriate indemnity and shall thereby be deemed
to have satisfied the document delivery requirements of Sections 2.01 and 2.02. 

          (b) Within 90 days of the Closing Date, the Trustee or a Custodian
on its behalf, shall review the Mortgage Loan documents delivered or caused to  
be delivered by the Mortgage Loan Sellers constituting the Mortgage Files; and, 
promptly following such review (but in no event later than 90 days after the    
Closing Date), the Trustee shall, in the form attached as Exhibit T, certify in 
writing to each of the Rating Agencies, the Depositor, the Master Servicer, the 
Special Servicer, the Directing Certificateholder and the Mortgage Loan Sellers 
that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than 
any Mortgage Loan paid in full) and except as specifically identified in any    
exception report annexed to such writing (the "Trustee Exception Report"), (i)  
all documents specified in clauses (i) through (v), (ix) through (xii) and (xvi)
(or, with respect to clause (xvi), a copy of such letter of credit and an       
officer's certificate as contemplated by the third to last sentence of Section  
2.01(b) hereof), if any, of the definition of "Mortgage File," as applicable,   
are in its possession, (ii) the foregoing documents delivered or caused to be   
delivered by the Mortgage Loan Sellers have been reviewed by it or by a         
Custodian on its behalf and appear regular on their face and appear to be       
executed and to relate to such Mortgage Loan, and (iii) based on such           
examination and only as to the foregoing documents, the information set forth in
the Mortgage Loan Schedule with respect to the items specified in clauses (iv), 
(vi) and (viii)(c) in the definition of "Mortgage Loan Schedule" is correct.    
With respect to each Mortgage Loan listed on the Trustee Exception Report, the  
Trustee shall specifically identify such Mortgage Loan together with the nature 
of such exception (in the form reasonably acceptable to the Trustee and the     
related Mortgage Loan Seller and separating items required to be in the Mortgage
File but never delivered from items which were delivered by the related Mortgage
Loan Seller but are out for filing or recording and have not been returned by   
the filing office or the recorder's office).                                    

       (c) The Trustee, or a Custodian on its behalf, shall review the
Mortgage Loan documents received thereby subsequent to the Closing Date; and, on
or about the first anniversary of the Closing Date, the Trustee shall, in the   
form attached as Exhibit V, certify in writing to each of the Depositor, the    
Master Servicer, the Special Servicer, the Directing Certificateholder and the  
applicable Mortgage Loan Seller that, as to each Mortgage Loan listed on the    
Mortgage Loan Schedule (other than any Mortgage Loan as to which a Liquidation  
Event has occurred) or any Mortgage Loan specifically identified in any         
exception report annexed to such writing (i) all documents specified in clauses 
(i) through (v), (ix) through (xii) and (xvi) (or, with respect to clause (xvi),
a copy of such letter of credit and an officer's certificate as contemplated by 
the third to last sentence of Section 2.01(b) hereof), if any, of the definition
of "Mortgage File," as applicable, are in its possession, (ii) the foregoing    
documents delivered or caused to be delivered by the Mortgage Loan Sellers have 
been reviewed by it or by a Custodian on its behalf and appear regular on their 
face and appear to be executed and relate to such Mortgage Loan, and (iii) based
on such examination and only as to the foregoing documents, the information set 
forth in the Mortgage Loan Schedule with respect to the items specified in      
clauses (iv), (vi) and (viii)(c) in the definition of "Mortgage Loan Schedule"  
is correct.                                                                     

       (d) Notwithstanding anything contained in this Section 2.02 and
Section 2.03(b) to the contrary, in the case of a deficiency in any of the      
documents specified in clauses (ii) through (v), (viii), (ix), (xi) and (xii) in
the definition of "Mortgage File," resulting solely from a delay in the return  
of the related documents from the applicable filing or recording office, which  
deficiency (i) is continuing for (a) in the case of any Mortgage Loan that is   
not a Specially Serviced Mortgage Loan, more than eighteen (18) months following
the Closing Date or (b) in the case of any Specially Serviced Mortgage Loan,    
thirty (30) days following a Servicing Transfer Event, and (ii) impairs or      
prohibits in any material way the Master Servicer's or Special Servicer's       
ability to act upon, or enforce, any of the Trust Fund's rights and remedies    
under the related Mortgage Loan, or Specially Serviced Mortgage Loan, as        
applicable, at the time the Master Servicer or Special Servicer attempts to act 
upon, or enforce, any such right or remedy, the Directing Certificateholder, in 
its sole judgment, may permit the related Mortgage Loan Seller, in lieu of      
repurchasing or substituting for the related Mortgage Loan, to deposit with the 
Trustee an amount, to be held in trust in a segregated Eligible Account, equal  
to 25% of the Stated Principal Balance of the related Mortgage Loan (in the     
alternative, the related Mortgage Loan Seller may deliver to the Trustee a      
letter of credit in such amount). Such funds or letter of credit, as applicable,
shall be held by the Trustee (i) until the date on which the Master Servicer    
certifies to the Trustee that such document deficiency has been cured or the    
related Mortgage Loan is no longer part of the Trust Fund, at which time the    
Trustee shall return such funds (or letter of credit) to the related Mortgage   
Loan Seller, or (ii) until same are applied to the Purchase Price (or the       
Substitution Shortfall Amount, if applicable) as set forth below in this Section
2.02(d) in the event of a repurchase or substitution by the related Mortgage    
Loan Seller. If the related Mortgage Loan is or becomes a Specially Serviced    
Mortgage Loan and the Special Servicer certifies to the Trustee that it has     
determined in the exercise of its reasonable judgment that the document with    
respect to which such document deficiency exists is required in connection with 
an imminent enforcement of the mortgagee's rights or remedies under the related 
Mortgage Loan, defending any claim asserted by any Mortgagor or third party with
respect to the related Mortgage Loan, establishing the validity or priority of  
any lien on collateral securing the Mortgage Loan or for any immediate          
significant servicing obligation, the related Mortgage Loan Seller shall be     
required to repurchase or substitute for the related Mortgage Loan in accordance
with the terms and conditions of Section 2.03(b) or Section 6 of the related    
Mortgage Loan Purchase Agreement; provided, however, that such Mortgage Loan    
Seller shall not be required to repurchase the Mortgage Loan for a period of    
ninety (90) days after receipt of a notice to repurchase (together with any     
applicable extension period) if it is attempting to recover the document from   
the applicable filing or recording office and provides an officer's certificate 
setting forth what actions such Mortgage Loan Seller is pursuing in connection  
with such recovery. In the event of a repurchase or substitution, upon such     
date, the Trustee shall deposit, or cause the Master Servicer to deposit, such  
funds, or shall draw upon the letter of credit and deposit the proceeds of such 
draw, into the Certificate Account to be applied to the Purchase Price (or the  
Substitution Shortfall Amount, if applicable, in which event, the amount of such
funds or proceeds that exceed the Substitution Shortfall Amount shall be        
returned to the Mortgage Loan Seller) in accordance with Section 2.03(b). All   
such funds deposited with the Trustee shall be invested in Permitted            
Investments, at the direction and for the benefit of the related Mortgage Loan  
Seller. Such funds shall be treated as an "outside reserve fund" under the REMIC
Provisions, which, together with any reimbursement from the Lower-Tier REMIC, is
beneficially owned by the related Mortgage Loan Seller for federal income tax   
purposes, which Mortgage Loan Seller shall remain liable for any taxes payable  
on income or gain with respect thereto.                                         

      (e) It is herein acknowledged that neither the Trustee nor any
Custodian is under any duty or obligation (i) to determine whether any of the   
documents specified in clauses (vi), (vii), (viii), (x) and (xii) through (xxii)
of the definition of "Mortgage File" exist or are required to be delivered by   
the Depositor, the Mortgage Loan Sellers or any other Person (unless identified 
on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the
documents, instruments, certificates or other papers relating to the Mortgage   
Loans delivered to it to determine that the same are genuine, enforceable,      
sufficient to perfect and maintain the perfection of a security interest or     
appropriate for the represented purpose or that they are other than what they   
purport to be on their face and, with respect to the documents specified in     
clause (ix), whether the insurance is effective as of the date of the           
recordation, whether all endorsements or riders issued are included in the file 
or if the policy has not been issued whether any acceptable replacement document
has been dated the date of the related Mortgage Loan funding. Further, with     
respect to the UCC financing statements referenced in the Mortgage File, absent 
actual knowledge to the contrary or copies of UCC financing statements delivered
to the Trustee as part of the Mortgage File indicating otherwise, the Trustee   
may assume, for the purposes of the filings and the certification to be         
delivered in accordance with this Section 2.02 that the related Mortgage File   
should include one state level UCC financing statement filing for each Mortgaged
Property (or with respect to any Mortgage Loan that has two or more Mortgagors, 
for each Mortgagor, except to the extent multiple Mortgagors are named as       
debtors in the same UCC financing statement filing), or if the Trustee has      
received notice that a particular UCC financing statement was filed as a fixture
filing, that the related Mortgage File should include only a local UCC financing
statement filing for each Mortgaged Property (or with respect to any Mortgage   
Loan that has two or more Mortgagors, for each Mortgagor, except to the extent  
multiple Mortgagors are named as debtors in the same UCC financing statement    
filing). The assignments of the UCC financing statements to be assigned to the  
Trust will be delivered on the new national forms (or on such other form as may 
be acceptable for filing or recording in the applicable jurisdiction) and in a  
format suitable for filing or recording, as applicable, and will be filed or    
recorded in the jurisdiction(s) where such UCC financing statements were        
originally filed or recorded, as indicated in the documents provided, and in    
accordance with then current laws.                                              

        (f) If, in the process of reviewing the Mortgage Files or at any
time thereafter, the Trustee or any Custodian finds any document or documents   
constituting a part of a Mortgage File (1) not to have been properly executed,  
(2) subject to Section 2.01(b) and (c), not to have been delivered, (3) to      
contain information that does not conform in any material respect with the      
corresponding information set forth in the Mortgage Loan Schedule or (4) to be  
defective on its face (each, a "Defect" in the related Mortgage File), the      
Trustee shall promptly so notify the Depositor, the Master Servicer, the Special
Servicer, the Directing Certificateholder and the applicable Mortgage Loan      
Seller (and in no event later than 90 days after the Closing Date and every     
calendar quarter thereafter, commencing with the quarter ending March 31, 2008  
until March 31, 2010, by providing a written report (the "Trustee Exception     
Report") setting forth for each affected Mortgage Loan, with particularity, the 
nature of such Defect (in a form reasonably acceptable to the Trustee and such  
Mortgage Loan Seller and separating items required to be in the Mortgage File   
but never delivered from items which were delivered by such Mortgage Loan Seller
but are out for recording or filing and have not been returned by the recorder's
office or filing office).                                                       

     Section 2.03 Representations, Warranties and Covenants of the
Depositor; Mortgage Loan Sellers' Repurchase or Substitution of Mortgage Loans  
for Defects in Mortgage Files and Breaches of Representations and Warranties.   
(a) The Depositor hereby represents and warrants that:                          

           (i) The Depositor is a corporation duly organized, validly existing
 and in good standing under the laws of the State of Delaware, and the
Depositor has taken all necessary corporate action to authorize the 
    execution, delivery and performance of this Agreement by it, and has the
      power and authority to execute, deliver and perform this Agreement and all
    the transactions contemplated hereby, including, but not limited to, the
  power and authority to sell, assign and transfer the Mortgage Loans in
accordance with this Agreement;                                     

           (ii) Assuming the due authorization, execution and delivery of this
Agreement by each other party hereto, this Agreement and all of the 
   obligations of the Depositor hereunder are the legal, valid and binding
obligations of the Depositor, enforceable against the Depositor in  
   accordance with the terms of this Agreement, 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 enforceability is
considered in a proceeding in equity or at law);                    

  (iii) The execution and delivery of this Agreement and the
performance of its obligations hereunder by the Depositor will not  
conflict with any provisions of any law or regulations to which the 
Depositor is subject, or conflict with, result in a breach of or    
    constitute a default under any of the terms, conditions or provisions of
   the certificate of incorporation or the by-laws of the Depositor or any
      indenture, agreement or instrument to which the Depositor is a party or by
     which it is bound, or any order or decree applicable to the Depositor, or
      result in the creation or imposition of any lien on any of the Depositor's
assets or property, which would materially and adversely affect the 
  ability of the Depositor to carry out the transactions contemplated by
this Agreement; the Depositor has obtained any consent, approval,   
authorization or order of any court or governmental agency or body  
    required for the execution, delivery and performance by the Depositor of
this Agreement;                                                     

      (iv) There is no action, suit or proceeding pending or, to the
      Depositor's knowledge, threatened against the Depositor in any court or by
  or before any other governmental agency or instrumentality which would
     materially and adversely affect the validity of the Mortgage Loans or the
  ability of the Depositor to carry out the transactions contemplated by
this Agreement; and                                                 

            (v) The Depositor is the lawful owner of the Mortgage Loans with the
   full right to transfer the Mortgage Loans to the Trust and the Mortgage
Loans have been validly transferred to the Trust.                   

      (b) If any Certificateholder, the Master Servicer, the Special
Servicer, the Paying Agent or the Trustee discovers (without implying any duty  
of such person to make, or to attempt to make, such a discovery) or receives    
notice of a Defect in any Mortgage File or a breach of any representation or    
warranty with respect to a Mortgage Loan set forth in, or required to be made   
with respect to, a Mortgage Loan by the applicable Mortgage Loan Seller pursuant
to the related Mortgage Loan Purchase Agreement (a "Breach"), which Defect or   
Breach, as the case may be, materially and adversely affects the value of such  
Mortgage Loan, the value of the related Mortgaged Property or the interests of  
the Trustee or any Certificateholder therein, such Certificateholder, the Master
Servicer, the Special Servicer, the Trustee or the Paying Agent, as applicable, 
shall give prompt written notice of such Defect or Breach, as the case may be,  
to the Depositor, the Master Servicer, the Special Servicer, the applicable     
Mortgage Loan Seller, the Trustee, the Paying Agent and the Directing           
Certificateholder and shall request in writing that the applicable Mortgage Loan
Seller, not later than 90 days after the earlier of (i) the applicable Mortgage 
Loan Seller's receipt of such notice or (ii) in the case of a Defect or Breach  
relating to a Mortgage Loan not being a "qualified mortgage" within the meaning 
of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury   
Regulations Section 1.860G-2(f)(2) that causes a defective mortgage loan to be  
treated as a qualified mortgage, the applicable Mortgage Loan Seller's discovery
of such Defect or Breach (the "Initial Cure Period") that materially and        
adversely affects the value of any Mortgage Loan, the value of the related      
Mortgaged Property or the interests of the Trustee or any Certificateholder     
therein, (i) cure such Defect or Breach, as the case may be, in all material    
respects, (ii) repurchase the affected Mortgage Loan or REO Loan at the         
applicable Purchase Price and in conformity with the applicable Mortgage Loan   
Purchase Agreement and this Agreement or (iii) substitute a Qualified Substitute
Mortgage Loan (other than with respect to a Serviced Mortgage Loan, for which no
substitution will be permitted) for such affected Mortgage Loan or REO Loan     
(provided that in no event shall any such substitution occur on or after the    
second anniversary of the Closing Date) and pay the Master Servicer for deposit 
into the Certificate Account, any Substitution Shortfall Amount in connection   
therewith and in conformity with the applicable Mortgage Loan Purchase Agreement
and this Agreement; provided, however, that if such Breach or Defect is capable 
of being cured but is not cured within the Initial Cure Period, and the         
applicable Mortgage Loan Seller has commenced and is diligently proceeding with 
the cure of such Breach or Defect within the Initial Cure Period, the applicable
Mortgage Loan Seller shall have an additional 90 days commencing immediately    
upon the expiration of the Initial Cure Period (such additional 90 day period,  
the "Extended Cure Period") to complete such cure (or, failing such cure, to    
repurchase the related Mortgage Loan or REO Loan or substitute a Qualified      
Substitute Mortgage Loan) (other than with respect to a Serviced Mortgage Loan, 
for which no substitution will be permitted) and provided, further, that with   
respect to such Extended Cure Period the applicable Mortgage Loan Seller shall  
have delivered an officer's certificate to the Trustee (who shall promptly      
deliver a copy of such officer's certificate to the Rating Agencies, the Master 
Servicer, the Special Servicer and the Directing Certificateholder), setting    
forth the reason such Breach or Defect is not capable of being cured within the 
Initial Cure Period and what actions the applicable Mortgage Loan Seller is     
pursuing in connection with the cure thereof and stating that the applicable    
Mortgage Loan Seller anticipates that such Breach or Defect will be cured within
the Extended Cure Period. Notwithstanding the foregoing, any Defect or Breach   
which causes any Mortgage Loan not to be a "qualified mortgage" (within the     
meaning of Section 860G(a)(3) of the Code, but without regard to the rule of    
Treasury Regulations Section 1.860G-2(f)(2) that causes a defective mortgage    
loan to be treated as a qualified mortgage) shall be deemed to materially and   
adversely affect the interests of Certificateholders therein, and such Mortgage 
Loan shall be repurchased or substituted for without regard to the Extended Cure
Period described in the preceding sentence. If the affected Mortgage Loan is to 
be repurchased, the funds in the amount of the Purchase Price remitted by the   
applicable Mortgage Loan Seller are to be deposited by wire transfer to the     
Certificate Account. If any Breach pertains to a representation or warranty that
the related Mortgage Loan documents or any particular Mortgage Loan document    
requires the related Mortgagor to bear the costs and expenses associated with   
any particular action or matter under such Mortgage Loan document(s), then the  
related Mortgage Loan Seller shall cure such Breach within the applicable cure  
period (as the same may be extended) by reimbursing the Trust Fund (by wire     
transfer of immediately available funds) the reasonable amount of any such costs
and expenses incurred by the Master Servicer, the Special Servicer, the Paying  
Agent, the Trustee or the Trust Fund that are the basis of such Breach and have 
not been reimbursed by the related Mortgagor; provided, however, that in the    
event any such costs and expenses exceed $10,000, the related Mortgage Loan     
Seller shall have the option to either repurchase or substitute for the related 
Mortgage Loan as provided above or pay such costs and expenses. Except as       
provided in the proviso to the immediately preceding sentence, the related      
Mortgage Loan Seller shall remit the amount of such costs and expenses and upon 
its making such remittance, the related Mortgage Loan Seller shall be deemed to 
have cured such Breach in all respects. To the extent any fees or expenses that 
are the subject of a cure by the related Mortgage Loan Seller are subsequently  
obtained from the related Mortgagor, the portion of the cure payment made by the
related Mortgage Loan Seller equal to such fees or expenses obtained from the   
Mortgagor shall be returned to the related Mortgage Loan Seller pursuant to     
Section 2.03(f) below. Monthly Payments due with respect to each Qualified      
Substitute Mortgage Loan (if any) after the related Due Date in the month of    
substitution, and Monthly Payments due with respect to each Mortgage Loan being 
repurchased or replaced after the related Cut-off Date and received by the      
Master Servicer or the Special Servicer on behalf of the Trust on or prior to   
the related date of repurchase or substitution, shall be part of the Trust Fund.
Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if
any) on or prior to the related Due Date in the month of substitution, and      
Monthly Payments due with respect to each Mortgage Loan being repurchased or    
replaced and received by the Master Servicer or the Special Servicer on behalf  
of the Trust after the related date of repurchase or substitution, shall not be 
part of the Trust Fund and are to be remitted by the Master Servicer to the     
Mortgage Loan Seller effecting the related repurchase or substitution promptly  
following receipt. Notwithstanding anything contained in this Agreement or the  
related Mortgage Loan Purchase Agreement, no delay in either the discovery of a 
Defect or Breach or delay on the part of any party to this Agreement in         
providing notice of such Defect or Breach shall relieve the Mortgage Loan Seller
of its obligation to repurchase if it is otherwise required to do so under the  
related Mortgage Loan Purchase Agreement and/or this Agreement.                 

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

      (c) In connection with any repurchase of, or substitution of a
Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by this    
Section 2.03, the Trustee, the Master Servicer and the Special Servicer shall   
each tender to the applicable Mortgage Loan Seller, upon delivery to each of the
Trustee, the Master Servicer and the Special Servicer of a trust receipt        
executed by the applicable Mortgage Loan Seller evidencing such repurchase or   
substitution, all portions of the Mortgage File and other documents pertaining  
to such Mortgage Loan possessed by each of the Trustee, the Master Servicer and 
the Special Servicer, and each document that constitutes a part of the Mortgage 
File that was endorsed or assigned to the Trustee shall be endorsed or assigned,
as the case may be, to the applicable Mortgage Loan Seller in the same manner as
provided in Section 6 of the related Mortgage Loan Purchase Agreement, so as to 
vest in such Mortgage Loan Seller the legal and beneficial ownership of such    
repurchased or substituted for Mortgage Loan (including property acquired in    
respect thereof or proceeds of any insurance policy with respect thereto) and   
the related Mortgage Loan documents.                                            

         (d) Section 6(e) of each of the Mortgage Loan Purchase Agreements
provides the sole remedy available to the Certificateholders (subject to the    
limitations on the rights of the Certificateholders under this Agreement), or   
the Trustee on behalf of the Certificateholders, with respect to any Defect in a
Mortgage File or any Breach of any representation or warranty with respect to a 
Mortgage Loan set forth in or required to be made pursuant to Section 6 of any  
of the Mortgage Loan Purchase Agreements.                                       

       (e) The Master Servicer or the Special Servicer (in the case of
Specially Serviced Mortgage Loans) shall, for the benefit of the                
Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier  
Interests), enforce the obligations of the applicable Mortgage Loan Seller under
the applicable Mortgage Loan Purchase Agreement. Such enforcement, including,   
without limitation, the legal prosecution of claims, if any, shall be carried   
out in such form, to such extent and at such time as the Master Servicer or the 
Special Servicer would require were it, in its individual capacity, the owner of
the affected Mortgage Loan(s). Any costs incurred by the Master Servicer or the 
Special Servicer with respect to the enforcement of the obligations of the      
applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase     
Agreement shall be deemed to be Servicing Advances to the extent not otherwise  
provided herein. The Master Servicer or the Special Servicer, as applicable,    
shall be reimbursed for the reasonable costs of such enforcement: first, from a 
specific recovery, if any, of costs, expenses or attorneys' fees against the    
applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein
out of the related Purchase Price, to the extent that such expenses are a       
specific component thereof; and third, if at the conclusion of such enforcement 
action it is determined that the amounts described in clauses first and second  
are insufficient, then pursuant to Section 3.05(a)(viii) herein out of general  
collections on the Mortgage Loans on deposit in the Certificate Account.        

           (f) If a Mortgage Loan Seller incurs any expense in connection with
the curing of a Breach, which also constitutes a default under the related      
Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall   
have a right, and shall be subrogated to the rights of the Trustee and the Trust
Fund under the Mortgage Loan, to recover the amount of such expenses from the   
related Mortgagor; provided, however, that such Mortgage Loan Seller's rights   
pursuant to this Section 2.03(f) shall be junior, subject and subordinate to the
rights of the Trustee, the Paying Agent, the Trust Fund, the Master Servicer and
the Special Servicer to recover amounts owed by the related Mortgagor under the 
terms of such Mortgage Loan, including, without limitation, the rights to       
recover unreimbursed Advances, accrued and unpaid interest on Advances at the   
Reimbursement Rate and unpaid or unreimbursed expenses of the Trustee, the      
Paying Agent, the Trust Fund, the Master Servicer or the Special Servicer       
allocable to such Mortgage Loan. The Master Servicer or, with respect to a      
Specially Serviced Mortgage Loan, the Special Servicer, shall use reasonable    
efforts to recover such expenses for such Mortgage Loan Seller to the extent    
consistent with the Servicing Standards, but taking into account the subordinate
nature of the reimbursement to the Mortgage Loan Seller; provided, however, that
the Master Servicer or, with respect to a Specially Serviced Mortgage Loan, the 
Special Servicer, determines in the exercise of its sole discretion consistent  
with the Servicing Standards that such actions by it will not impair the Master 
Servicer's and/or the Special Servicer's collection or recovery of principal,   
interest and other sums due with respect to the related Mortgage Loan which     
would otherwise be payable to the Master Servicer, the Special Servicer, the    
Trustee, the Paying Agent and the Certificateholders pursuant to the terms of   
this Agreement; provided, further, that the Master Servicer or, with respect to 
a Specially Serviced Mortgage Loan, the Special Servicer, may waive the         
collection of amounts due on behalf of the Mortgage Loan Seller in its sole     
discretion in accordance with the Servicing Standards.                          

     (g) If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in this Section, (ii) such Mortgage Loan
is a Crossed Loan, and (iii) the applicable Defect or Breach does not constitute
a Defect or Breach, as the case may be, as to any other Crossed Loan in such    
Crossed Group (without regard to this paragraph), then the applicable Defect or 
Breach, as the case may be, will be deemed to constitute a Defect or Breach, as 
the case may be, as to any other Crossed Loan in the Crossed Group for purposes 
of this paragraph, and the related Mortgage Loan Seller will be required to     
repurchase or substitute for such other Crossed Loan(s) in the related Crossed  
Group as provided in Section 2.03(b) unless such other Crossed Loans satisfy the
Crossed Loan Repurchase Criteria and satisfy all other criteria for substitution
and repurchase of Mortgage Loans set forth herein. In the event that the        
remaining Crossed Loans in such Crossed Group satisfy the aforementioned        
criteria, the applicable Mortgage Loan Seller may elect either to repurchase or 
substitute for only the affected Crossed Loan as to which the related Breach or 
Defect exists or to repurchase or substitute for all of the Crossed Loans in the
related Crossed Group. Any reserve or other cash collateral or letters of credit
securing the Crossed Loans shall be allocated between such Mortgage Loans in    
accordance with the related Mortgage Loan documents or otherwise on a pro rata  
basis based upon their outstanding Stated Principal Balances. Except as provided
in Section 2.03(h), all other terms of the Mortgage Loans shall remain in full  
force and effect without any modification thereof.                              

           (h) Notwithstanding the foregoing, if the related Mortgage provides
for the partial release of one or more of the Crossed Loans, the Depositor may  
cause the related Mortgage Loan Seller to repurchase only that Mortgage Loan    
required to be repurchased pursuant to this Section 2.03, pursuant to the       
partial release provisions of the related Mortgage; provided, however, that (i) 
the remaining Mortgage Loan(s) fully comply with the terms and conditions of the
related Mortgage, this Agreement and the related Mortgage Loan Purchase         
Agreement, including the Crossed Loan Repurchase Criteria, (ii) in connection   
with such partial release, the related Mortgage Loan Seller obtains an Opinion  
of Counsel (at such Mortgage Loan Seller's expense) to the effect that the      
contemplated action will not, with respect to the Upper-Tier REMIC or the       
Lower-Tier REMIC created hereunder, endanger such status or result in the       
imposition of any tax and (iii) in connection with such partial release, the    
related Mortgage Loan Seller delivers or causes to be delivered to the Custodian
original modifications to the Mortgage prepared and executed in connection with 
such partial release.                                                           

    (i) With respect to any Crossed Loan, to the extent that the
applicable Mortgage Loan Seller is required to repurchase or substitute for such
Mortgage Loan in the manner prescribed in Section 2.03(g) while the Trustee     
continues to hold any other Crossed Loans in the related Crossed Group, the     
applicable Mortgage Loan Seller and the Trustee, as assignee of the Depositor,  
will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from
enforcing any remedies against the other's 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 materially impair the ability of the other party to exercise  
its remedies against its Primary Collateral. If the exercise of the remedies by 
one party would materially impair the ability of the other party to exercise its
remedies with respect to the Primary Collateral securing the Crossed Loans held 
by such party, then both parties have agreed in the related Mortgage Loan       
Purchase Agreement to forbear from exercising such remedies until the Mortgage  
Loan documents evidencing and securing the relevant Mortgage Loans can be       
modified in a manner that complies with the Mortgage Loan Purchase Agreement to 
remove the threat of material impairment as a result of the exercise of         
remedies.                                                                       

          Section 2.04 Execution of Certificates; Issuance of Uncertificated
Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of   
the Mortgage Loans and, subject to Sections 2.01 and 2.02, the delivery to it,  
or a Custodian on its behalf, of the Mortgage Files and a fully executed        
original counterpart of each of the Mortgage Loan Purchase Agreements, together 
with the assignment to it of all of the other assets included in the Lower-Tier 
REMIC. Concurrently with such assignment and delivery, and in exchange for the  
Mortgage Loans, receipt of which is hereby acknowledged, the Trustee (i)        
acknowledges the issuance of the Uncertificated Lower-Tier Interests by the     
Paying Agent to the Depositor, (ii) acknowledges the authentication and delivery
of the Class LR Certificates by the Paying Agent to or upon the order of the    
Depositor, (iii) acknowledges the contribution by the Depositor of the          
Uncertificated Lower-Tier Interests to the Upper-Tier REMIC and (iv) immediately
thereafter, the Trustee acknowledges that it has caused the Certificate         
Registrar to execute and caused the Authenticating Agent to authenticate and to 
deliver to or upon the order of the Depositor, in exchange for the              
Uncertificated Lower-Tier Interests, the Regular Certificates and the Class R   
Certificates, and the Depositor hereby acknowledges the receipt by it or its    
designees, of such Certificates in authorized Denominations evidencing the      
entire beneficial ownership of the Upper-Tier REMIC.                            

 [End of Article II]

 ARTICLE III

ADMINISTRATION AND
 SERVICING OF THE TRUST FUND

       Section 3.01 Master Servicer to Act as Master Servicer; Special
Servicer to Act as Special Servicer; Administration of the Mortgage Loans.      
(a)(i) The Master Servicer shall service and administer the Mortgage Loans and  
the Companion Loans it is obligated to service pursuant to this Agreement as an 
independent contractor on behalf of the Trust and in the best interests of and  
for the benefit of the Certificateholders and, in the case of the Companion     
Loans, the Companion Holders and the Trustee (as holder of the Uncertificated   
Lower-Tier Interests) as a collective whole, taking into account the subordinate
or pari passu nature of the Companion Loans, as the case may be (as determined  
by the Master Servicer in its reasonable judgment) in accordance with applicable
law, the terms of this Agreement (and with respect to each Serviced Whole Loan, 
the related Intercreditor Agreement) and the terms of the respective Mortgage   
Loans and, if applicable, the Companion Loans, and to the extent consistent with
the foregoing, in accordance with the higher of the following standards of care:
(1) with the same care, skill and diligence as is normal and usual in its       
mortgage servicing activities on behalf of third parties or on behalf of itself,
whichever is higher, with respect to mortgage loans that are comparable to the  
Mortgage Loans, (2) with a view to the timely collection of all principal and   
interest and other amounts due and payable under the Mortgage Loans or, if      
applicable, the Serviced Whole Loans as a collective whole, taking into account 
the subordinate or pari passu nature of the Companion Loans, as applicable, and 
without regard to: (1) any relationship that the Master Servicer or any         
Affiliate of the Master Servicer may have with any Mortgagor or any Affiliate   
thereof; (2) the ownership of any Certificate or, if applicable, mezzanine loan 
or Companion Loan, by the Master Servicer or any Affiliate of the Master        
Servicer; (3) the Master Servicer's obligation to make Advances and (4) the     
adequacy of the Master Servicer's right to receive compensation payable to it   
and reimbursement for its costs hereunder or with respect to any particular     
transaction (the foregoing, collectively referred to as the "Capmark Servicing  
Standard"). With respect to each Serviced Whole Loan, in the event of a conflict
between this Agreement and the related Intercreditor Agreement, the related     
Intercreditor Agreement shall control; provided, in no event shall the Master   
Servicer take any action or omit to take any action in accordance with the terms
of any Intercreditor Agreement that would cause Capmark Finance Inc, as Master  
Servicer, to violate the Capmark Servicing Standard or the REMIC Provisions.    
Pursuant to the terms of each Mezz Cap AB Mortgage Loan Intercreditor Agreement,
it is contemplated that the Mortgagor under the Mezz Cap AB Mortgage Loans and  
the related Companion Loan will remit payments on the related Mezz Cap AB       
Mortgage Loans to the Master Servicer hereunder, and for each such Companion    
Loan that has been securitized or that is securitized in the future, the related
Mortgagor will remit payments on such Companion Loan directly to the servicer   
for such Companion Loan (including a securitization servicer); provided,        
however, that prior to the securitization of such Companion Loan and under      
certain other circumstances identified in each Mezz Cap AB Mortgage Loan        
Intercreditor Agreement, the Mortgagor under such Companion Loan (even after the
Companion Loan has been securitized) will be required to remit payments on such 
Companion Loan directly to the Master Servicer under this Agreement.            

            (ii) The Special Servicer and any Master Servicer other than Capmark
Finance Inc. shall diligently service and administer the Mortgage Loans and the 
Companion Loans it is obligated to service pursuant to this Agreement on behalf 
of the Trust and in the best interests of and for the benefit of the            
Certificateholders and, in the case of the Companion Loans, the related         
Companion Holders and the Trustee (as holder of the Uncertificated Lower-Tier   
Interests), as a collective whole, taking into account the subordinate or pari  
passu nature of the Companion Loans, as the case may be (as determined by the   
Master Servicer or the Special Servicer, as the case may be, in its reasonable  
judgment), in accordance with applicable law, the terms of this Agreement (and, 
with respect to each Serviced Whole Loan, the related Intercreditor Agreement)  
and the terms of the respective Mortgage Loans and, if applicable, the related  
Companion Loan, taking into account the subordinate or pari passu nature of the 
Companion Loan, as the case may be. With respect to each Serviced Whole Loan, in
the event of a conflict between this Agreement and the related Intercreditor    
Agreement, the related Intercreditor Agreement shall control; provided, in no   
event shall the Master Servicer or the Special Servicer, as the case may be,    
take any action or omit to take any action in accordance with the terms of any  
Intercreditor Agreement that would cause the Master Servicer or the Special     
Servicer, as the case may be, to violate the General Servicing Standard or the  
REMIC Provisions. To the extent consistent with the foregoing, the Master       
Servicer and the Special Servicer shall service the Mortgage Loans and Companion
Loans in accordance with the higher of the following standards of care: (1) in  
the same manner in which, and with the same care, skill, prudence and diligence 
with which the Master Servicer or the Special Servicer, as the case may be,     
services and administers similar mortgage loans for other third party portfolios
and (2) the same care, skill, prudence and diligence with which the Master      
Servicer or the Special Servicer, as the case may be, services and administers  
similar mortgage loans owned by the Master Servicer or the Special Servicer, as 
the case may be,, with a view to the maximization of timely recovery of         
principal and interest on a net present value basis on the Mortgage Loans or the
Specially Serviced Mortgage Loans and any related Companion Loan, as applicable,
and the best interests of the Trust and the Certificateholders (and in the case 
of a Serviced Whole Loan, the related Companion Holder, taking into account the 
subordinate or pari passu nature of the subject Companion Loan, as applicable), 
as determined by the Master Servicer or the Special Servicer, as the case may   
be, in its reasonable judgment, in either case giving due consideration to the  
customary and usual standards of practice of prudent institutional, multifamily 
and commercial mortgage loan servicers, but without regard to: (i) any          
relationship that the Master Servicer, the Special Servicer or any Affiliate of 
the Master Servicer or the Special Servicer may have with any Mortgagor or any  
Affiliate of such Mortgagor, any Mortgage Loan Seller or any other parties to   
this Agreement; (ii) the ownership of any Certificate, Companion Loan, or       
mezzanine loan by the Master Servicer, the Special Servicer or any Affiliate of 
the Master Servicer or the Special Servicer, as applicable; (iii) the Master    
Servicer's obligation to make Advances; (iv) the adequacy of the Master         
Servicer's or the Special Servicer's, as the case may be, right to receive      
compensation for its services and reimbursement for its costs hereunder or with 
respect to any particular transaction; (v) the ownership, servicing or          
management for others of any other mortgage loans or mortgaged properties by the
Master Servicer or the Special Servicer; (vi) any option to purchase any        
Mortgage Loan or Companion Loan it may have; and (vii) any other debt the Master
Servicer or the Special Servicer or any of its Affiliates has extended to any   
Mortgagor or any of its Affiliates (the foregoing, collectively referred to as  
the "General Servicing Standard"). For clarification, this paragraph shall apply
only to any Special Servicer and any successor Master Servicer other than       
Capmark Finance Inc.                                                            

           Without limiting the foregoing, subject to Section 3.21, the Master
Servicer (as directed by the Special Servicer) and the Special Servicer shall be
obligated to service and administer (i) any Mortgage Loans (other than the      
Non-Serviced Mortgage Loans) and Companion Loans as to which a Servicing        
Transfer Event has occurred and is continuing (the "Specially Serviced Mortgage 
Loans") and (ii) any REO Properties (other than the Non-Serviced Mortgaged      
Properties); provided that the Master Servicer shall continue to receive        
payments and make all calculations, and prepare, or cause to be prepared, all   
reports, required hereunder with respect to the Specially Serviced Mortgage     
Loans, except for the reports specified herein as prepared by the Special       
Servicer, as if no Servicing Transfer Event had occurred and with respect to the
REO Properties (and the related REO Loans) as if no REO Acquisition had         
occurred, and to render such services with respect to such Specially Serviced   
Mortgage Loans and REO Properties as are specifically provided for herein;      
provided, further, however, that the Master Servicer shall not be liable for    
failure to comply with such duties insofar as such failure results from a       
failure of the Special Servicer to provide sufficient information to the Master 
Servicer to comply with such duties or failure by the Special Servicer to       
otherwise comply with its obligations hereunder. Each Mortgage Loan or Companion
Loan that becomes a Specially Serviced Mortgage Loan shall continue as such     
until satisfaction of the conditions specified in Section 3.21(a). Without      
limiting the foregoing, subject to Section 3.21, the Master Servicer shall be   
obligated to service and administer all Mortgage Loans (other than the          
Non-Serviced Mortgage Loans) and Companion Loans, which are not Specially       
Serviced Mortgage Loans. The Special Servicer shall make the inspections, use   
its reasonable efforts to collect the statements and forward to the Master      
Servicer the reports in respect of the related Mortgaged Properties with respect
to Specially Serviced Mortgage Loans in accordance with Section 3.12. After     
notification to the Master Servicer, the Special Servicer may contact the       
Mortgagor of any Non-Specially Serviced Mortgage Loan if efforts by the Master  
Servicer to collect required financial information have been unsuccessful or any
other issues remain unresolved. Such contact shall be coordinated through and   
with the cooperation of the Master Servicer. No provision herein contained shall
be construed as an express or implied guarantee by the Master Servicer or the   
Special Servicer of the collectability or recoverability of payments on the     
Mortgage Loans or shall be construed to impair or adversely affect any rights or
benefits provided by this Agreement to the Master Servicer or the Special       
Servicer (including with respect to Servicing Fees, Special Servicing Fees or   
the right to be reimbursed for Advances and interest accrued thereon). Any      
provision in this Agreement for any Advance by the Master Servicer or the       
Trustee is intended solely to provide liquidity for the benefit of the          
Certificateholders and not as credit support or otherwise to impose on any such 
Person the risk of loss with respect to one or more of the Mortgage Loans. No   
provision hereof shall be construed to impose liability on the Master Servicer  
or the Special Servicer for the reason that any recovery to the                 
Certificateholders in respect of a Mortgage Loan at any time after a            
determination of present value recovery is less than the amount reflected in    
such determination.                                                             

         (b) Subject only to the Servicing Standards and the terms of this
Agreement and of the respective Mortgage Loans and, if applicable, the Companion
Loans, and any applicable Intercreditor Agreements, and applicable law, the     
Master Servicer and the Special Servicer each shall have full power and         
authority, acting alone or, in the case of the Master Servicer, subject to      
Section 3.22, through one or more Sub-Servicers, to do or cause to be done any  
and all things in connection with such servicing and administration for which it
is responsible which it may deem necessary or desirable. Without limiting the   
generality of the foregoing, each of the Master Servicer and the Special        
Servicer, in its own name (or in the name of the Trustee and, if applicable, the
Companion Holder), is hereby authorized and empowered by the Trustee to execute 
and deliver, on behalf of the Certificateholders and the Trustee or any of them,
with respect to each Mortgage Loan (and, with respect to a Companion Loan, the  
Companion Holder) it is obligated to service under this Agreement: (i) any and  
all financing statements, continuation statements and other documents or        
instruments necessary to maintain the lien created by the related Mortgage or   
other security document in the related Mortgage File on the related Mortgaged   
Property and related collateral; (ii) subject to Sections 3.08 and 3.20, any and
all modifications, waivers, amendments or consents to, under or with respect to 
any documents contained in the related Mortgage File; and (iii) any and all     
instruments of satisfaction or cancellation, pledge agreements and other        
documents in connection with a defeasance, or of partial or full release or     
discharge, and all other comparable instruments. Subject to Section 3.10, the   
Trustee shall furnish, or cause to be furnished, to the Master Servicer or the  
Special Servicer any powers of attorney and other documents necessary or        
appropriate to enable the Master Servicer or the Special Servicer, as the case  
may be, to carry out its servicing and administrative duties hereunder;         
provided, however, that the Trustee shall not be held liable for any negligence 
with respect to, or misuse of, any such power of attorney by the Master Servicer
or the Special Servicer. Notwithstanding anything contained herein to the       
contrary, the Master Servicer or the Special Servicer, as the case may be, shall
not, 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 the Special Servicer's, as the case may be, representative        
capacity or (ii) take any action with the intent to cause, and that actually    
causes, the Trustee to be required to be registered to do business in any state.

          (c) To the extent the Master Servicer is permitted pursuant to the
terms of the related Mortgage Loan documents or Companion Loan documents        
(including the related Intercreditor Agreement) to exercise its discretion with 
respect to any action which requires a confirmation of the Rating Agencies that 
such action will not result in the downgrade, withdrawal or qualification of the
ratings of any Class of Certificates (or of any class of Serviced Companion Loan
Securities), the Master Servicer shall require the costs of such written        
confirmation to be borne by the related Mortgagor. To the extent the terms of   
the related Mortgage Loan documents or Companion Loan documents require the     
Mortgagor to bear the costs of any confirmation of the Rating Agencies that an  
action will not result in the downgrade, withdrawal or qualification of the     
ratings of any Class of Certificates (or of any class of Serviced Companion Loan
Securities), the Master Servicer shall not waive the requirement that such costs
and expenses be borne by the related Mortgagor. To the extent that the terms of 
the related Mortgage Loan documents or Companion Loan documents are silent as to
who bears the costs of any confirmation of the Rating Agencies that an action   
will not result in the downgrade, withdrawal or qualification of the ratings of 
any Class of Certificates (or of any class of Serviced Companion Loan           
Securities), the Master Servicer shall use reasonable efforts to have the       
Mortgagor bear such costs and expenses. The Master Servicer shall not be        
responsible for the payment of such costs and expenses out of pocket.           

           (d) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee under this Agreement is intended by the parties to be   
that of an independent contractor and not that of a joint venturer, partner or  
agent.                                                                          

     (e) The Master Servicer shall, to the extent permitted by the
related Mortgage Loan documents and Companion Loan documents and consistent with
the Servicing Standards, permit Escrow Payments to be invested only in Permitted
Investments.                                                                    

         (f) Within 60 days (or such shorter time period as is required by
the terms of the applicable Mortgage Loan documents) after the later of (i) the 
receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the       
applicable Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement
shall notify each provider of a letter of credit for each Mortgage Loan         
identified as having a letter of credit on the Mortgage Loan Schedule, that the 
Trust (in care of the Master Servicer) for the benefit of the Certificateholders
and any related Companion Holders shall be the beneficiary under each such      
letter of credit and (y) the Master Servicer shall notify each lessor under a   
Ground Lease for each Mortgage Loan identified as subject to a leasehold        
interest on the Mortgage Loan Schedule, that the Master Servicer or the Special 
Servicer shall service such Mortgage Loan for the benefit of the                
Certificateholders. If a letter of credit is required to be drawn upon earlier  
than the date the applicable Mortgage Loan Seller has notified the provider of  
such letter of credit pursuant to clause (i) of the immediately preceding       
sentence, such Mortgage Loan Seller shall cooperate with the reasonable requests
of the Master Servicer or Special Servicer in connection with making a draw     
under such letter of credit. If the Mortgage Loan documents do not require the  
related Mortgagor to pay any costs and expenses relating to any modifications to
or assignment of the related letter of credit, then the applicable Mortgage Loan
Seller shall pay such costs and expenses. If the Mortgage Loan documents require
the related Mortgagor to pay any costs and expenses relating to any             
modifications to the related letter of credit, and such Mortgagor fails to pay  
such costs and expenses after the Master Servicer has exercised reasonable      
efforts to collect such costs and expenses from such Mortgagor, then the Master 
Servicer shall give the applicable Mortgage Loan Seller notice of such failure  
and the amount of costs and expenses, and such Mortgage Loan Seller shall pay   
such costs and expenses. The costs and expenses of any modifications to Ground  
Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor  
the Special Servicer shall have any liability for the failure of any Mortgage   
Loan Seller to perform its obligations under the related Mortgage Loan Purchase 
Agreement.                                                                      

        (g) Notwithstanding anything herein to the contrary, in no event
shall the Master Servicer (or the Trustee, as applicable) make an Advance with  
respect to any Companion Loan to the extent the related Serviced Mortgage Loan  
has been paid in full or is no longer included in the Trust Fund.               

     (h) Servicing and administration of each Companion Loan shall
continue hereunder and in accordance with the related Intercreditor Agreement   
for so long as the corresponding Serviced Mortgage Loan or any related REO      
Property is part of the Trust Fund or for such longer period as any amounts     
payable by the related Companion Holder to or for the benefit of the Trust or   
any party hereto in accordance with the related Intercreditor Agreement remain  
due and owing.                                                                  

     (i) The Special Servicer agrees that upon the occurrence of a
Servicing Transfer Event with respect to any Serviced Whole Loan or other       
Mortgage Loan that may become subject to an Intercreditor Agreement in the      
future, it shall, subject to Section 3.21, use commercially reasonable efforts  
to enforce, on behalf of the Trust (taking into consideration the Companion     
Loans as a collective whole), subject to the Servicing Standards and to the     
extent the Special Servicer determines such action is in the best interests of  
the Trust Fund, all rights conveyed to the Trustee pursuant to any such         
Intercreditor Agreement. The costs and expenses incurred by the Special Servicer
in connection with such enforcement shall be paid from the Certificate Account  
as a trust fund expense.                                                        

        (j) Notwithstanding anything herein to the contrary, the parties
hereto acknowledge and agree that, to the extent required under the related     
Intercreditor Agreement, the servicing and administration of a Serviced Whole   
Loan shall continue hereunder (but not with respect to making Advances) even if 
the related Serviced Mortgage Loan is no longer part of the Trust Fund, until   
such time as a separate servicing agreement is entered into in accordance with  
the related Intercreditor Agreement (it being acknowledged that neither the     
Master Servicer nor the Special Servicer shall be obligated under a separate    
agreement to which it is not a party); provided that, other than pursuant to    
Section 6.03 (and, with respect to Section 6.03, solely with respect to claims, 
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, 
judgments, and any other costs, liabilities, fees and expenses incurred in      
connection with a legal claim or action resulting from an action or inaction    
taken or not taken while the related Serviced Mortgage Loan was part of the     
Trust Fund), no costs, expenses, losses or fees accruing with respect to the    
Serviced Whole Loan on and after the date the related Serviced Mortgage Loan is 
no longer part of the Trust Fund shall be payable out of the Trust Fund and the 
Master Servicer shall have no obligation to make any Advance on or after the    
date such Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, 
however, that if, in the case of the Block at Orange Whole Loan or the Westin   
Portfolio Whole Loan, the related Serviced Companion Loan continues to be       
included in an Other Securitization, then for so long as a separate servicing   
agreement (pursuant to the related Intercreditor Agreement) has not been entered
into, the Master Servicer shall inform the related Other Master Servicer of any 
need to make Servicing Advances with respect to the Serviced Whole Loan within 3
Business Days of determining that such an Advance is necessary or being notified
that such an Advance is necessary, or in the case of a Servicing Advance that   
needs to be made on an emergency or urgent basis, within 1 Business Day. With   
respect to Servicing Advances made by any Other Master Servicer as contemplated 
in the proviso to the preceding sentence, the Master Servicer shall, from       
collections on the related Whole Loan (but never out of general collections on  
the on the Mortgage Loans and REO Properties) received by the Master Servicer,  
reimburse the Other Master Servicer for such Servicing Advances in the same     
manner and on the same level of priority as if such Servicing Advances had been 
made by the Master Servicer hereunder.                                          

        (k) Notwithstanding anything herein to the contrary, the parties
hereto acknowledge and agree that the Master Servicer's and the Special         
Servicer's obligations and responsibilities hereunder and the Master Servicer's 
and the Special Servicer's authority with respect to a Non-Serviced Mortgage    
Loan are limited by and subject to the terms of the related Non-Serviced        
Intercreditor Agreement and the rights of the related Non-Serviced Master       
Servicer and Non-Serviced Special Servicer with respect thereto under the       
related Non-Serviced Pooling Agreement. The Master Servicer (or, with respect to
any Specially Serviced Mortgage Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standards to enforce the rights of the    
Trustee (as holder of a Non-Serviced Mortgage Loan) under the related           
Non-Serviced Intercreditor Agreement and Non-Serviced Pooling Agreement.        

          (l) The parties hereto acknowledge that each Non-Serviced Mortgage
Loan is subject to the terms and conditions of the related Non-Serviced         
Intercreditor Agreement and further acknowledge that, pursuant to the related   
Non-Serviced Intercreditor Agreement, (i) the related Non-Serviced Mortgage Loan
is to be serviced and administered by the related Non-Serviced Master Servicer  
and Non-Serviced Special Servicer in accordance with the related Non-Serviced   
Pooling Agreement, and (ii) in the event that (A) the related Non-Serviced      
Companion Loan is no longer part of the trust fund created by the related       
Non-Serviced Pooling Agreement and (B) the related Non-Serviced Mortgage Loan is
included in the Trust Fund, then, as set forth in the related Non-Serviced      
Intercreditor Agreement, the related Non-Serviced Whole Loan shall continue to  
be serviced in accordance with the related Non-Serviced Pooling Agreement, until
such time as a new servicing agreement has been agreed to by the parties to the 
related Non-Serviced Intercreditor Agreement in accordance with the provisions  
of such agreement and confirmation has been obtained from the Rating Agencies   
that such new servicing agreement would not result in a downgrade, qualification
or withdrawal of the then current ratings of any Class of Certificates then     
outstanding.                                                                    

        (m) Notwithstanding anything herein to the contrary, the parties
hereto acknowledge and agree that the Master Servicer's and the Special         
Servicer's obligations and responsibilities hereunder and the Master Servicer's 
and the Special Servicer's authority with respect to a Serviced Whole Loan are  
limited by and subject to the terms of the related Intercreditor Agreement. The 
Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Loan,
the Special Servicer) shall use reasonable efforts consistent with the Servicing
Standards to obtain the benefits of the rights of the Trust Fund (as holder of  
the related Serviced Mortgage Loan) under the related Intercreditor Agreement.  
In the event of any conflict between this Agreement and the related             
Intercreditor Agreement, the provisions of the related Intercreditor Agreement  
shall control.                                                                  

           (n) For purposes of calculating the Monthly Payment with respect to
any Serviced Companion Loan, the Master Servicer, with respect to each Due Date,
shall use the Mortgage Rate provided to the Master Servicer by the related      
Serviced Whole Loan Controlling Holder pursuant to the related Intercreditor    
Agreement.                                                                      

          Section 3.02 Collection of Mortgage Loan Payments. (a) Each of the
Master Servicer and the Special Servicer shall make reasonable efforts to       
collect all payments called for under the terms and provisions of the Mortgage  
Loans and Companion Loans (subject to the right of certain Companion Holders to 
receive payments directly from the related Mortgagor pursuant to the related    
Intercreditor Agreement) it is obligated to service hereunder, and shall follow 
such collection procedures as are consistent with this Agreement (including,    
without limitation, the Servicing Standards), provided that the Master Servicer 
or Special Servicer, as the case may be, may take action to enforce the Trust   
Fund's right to apply excess cash flow to principal in accordance with the terms
of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as 
applicable, may in its discretion waive any Penalty Charge (other than a Penalty
Charge payable with respect to any Serviced Companion Loan after the            
securitization of such Serviced Companion Loan without the consent of the       
Serviced Whole Loan Controlling Holder) in connection with any delinquent       
payment on a Mortgage Loan or Companion Loan it is obligated to service         
hereunder three times during any period of twenty-four consecutive months with  
respect to any Mortgage Loan or Companion Loan; provided, that the Master       
Servicer or the Special Servicer, as applicable, may in its discretion waive any
Penalty Charge (other than a Penalty Charge payable with respect to any Serviced
Companion Loan after the securitization of such Serviced Companion Loan without 
the consent of the Serviced Whole Loan Controlling Holder) in connection with   
any delinquent payment on a Mortgage Loan or Companion Loan one additional time 
in such 24-month period so long as with respect to any of the foregoing waivers,
no Advance or additional Trust Fund expense has been incurred and remains       
unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. 
Any additional waivers during such 24-month period with respect to such Mortgage
Loan may be made only after the Master Servicer or Special Servicer, as         
applicable, has given notice of a proposed waiver to the Directing              
Certificateholder and the Directing Certificateholder has consented to such     
additional waiver (provided that if the Master Servicer or Special Servicer, as 
applicable, fails to receive a response to such notice from the Directing       
Certificateholder in writing within five (5) days of giving such notice, then   
the Directing Certificateholder shall be deemed to have consented to such       
proposed waiver).                                                               

           (b) All amounts collected on any Mortgage Loan or Companion Loan in
the form of payments from Mortgagors, Insurance and Condemnation Proceeds or    
Liquidation Proceeds shall be applied to amounts due and owing under the related
Mortgage Note and Mortgage (including, without limitation, for principal and    
accrued and unpaid interest) in accordance with the express provisions of the   
related Mortgage Note and Mortgage (and, with respect to each Serviced Whole    
Loan, in accordance with the related Intercreditor Agreement) and, in the       
absence of such express provisions, such payments from Mortgagors, Insurance and
Condemnation Proceeds or Liquidation Proceeds shall be applied (after           
reimbursement first to the Trustee and second to the Master Servicer for any    
related outstanding Advances (including Workout Delayed Reimbursement Amounts   
that have not been reimbursed to the Master Servicer) and interest thereon as   
provided herein and unpaid servicing compensation, Liquidation Expenses and     
related additional Trust Fund expenses): first, as a recovery of accrued and    
unpaid interest on such Mortgage Loan or Companion Loan, as applicable, at the  
related Mortgage Rate in effect from time to time to but not including the Due  
Date in the Due Period of receipt; second, as a recovery of Unliquidated        
Advances; third, as a recovery of principal of such Mortgage Loan or Companion  
Loan then due and owing, in each case, that were paid from collections on the   
Mortgage Loans or Companion Loan and resulted in principal distributed to the   
Certificateholders being reduced as a result of the first proviso in the        
definition of "Principal Distribution Amount"; fourth, as a recovery of         
Nonrecoverable Advances; fifth, in accordance with the Servicing Standards, as a
recovery of any other amounts due and owing on such Mortgage Loan or Companion  
Loan, as applicable, including, without limitation, Penalty Charges and Yield   
Maintenance Charges; and sixth, as a recovery of principal of such Mortgage Loan
or Companion Loan, as applicable, to the extent of its entire unpaid principal  
balance. Notwithstanding the preceding, such provisions shall not be deemed to  
affect the priority of distributions of payments. To the extent that such       
amounts are paid by a party other than a Mortgagor, such amounts shall be deemed
to have been paid in respect of a purchase of all or part of the Mortgaged      
Property (in the case of Insurance and Condemnation Proceeds or Liquidation     
Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion   
Loan, as applicable, in accordance with the preceding sentence. Amounts         
collected on any REO Loan shall be deemed to be applied in accordance with the  
definition thereof.                                                             

         (c) To the extent consistent with the terms of the Mortgage Loans
(and, with respect to each Serviced Whole Loan, the related Companion Loan and  
Intercreditor Agreement) and applicable law, the Master Servicer shall apply all
Insurance and Condemnation Proceeds it receives on a day other than the Due Date
to amounts due and owing under the related Mortgage Loan or Companion Loan as if
such Insurance and Condemnation Proceeds were received on the Due Date          
immediately succeeding the month in which such Insurance and Condemnation       
Proceeds were received.                                                         

(d) [Reserved].                                         

          (e) With respect to any Mortgage Loan in connection with which the
Mortgagor was required to escrow funds or to post a letter of credit related to 
obtaining certain performance objectives described in the applicable Mortgage   
Loan documents, the Master Servicer shall, to the extent consistent with the    
Servicing Standards, hold such escrows, letters of credit and proceeds thereof  
as additional collateral and not apply such items to reduce the principal       
balance of such Mortgage Loan unless otherwise required to do so pursuant to the
applicable Mortgage Loan documents, applicable law or court order.              

       (f) Promptly following the Closing Date, the Trustee shall send
written notice (in the form attached hereto as Exhibit U) to the related        
Non-Serviced Master Servicer stating that, as of the Closing Date, the Trustee  
is the holder of the related Non-Serviced Mortgage Loan and directing such      
Non-Serviced Master Servicer to remit to the Master Servicer all amounts payable
to, and 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, 
the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced    
Intercreditor Agreement and Non-Serviced Pooling Agreement. The Master Servicer 
shall, within two Business Days of receipt, deposit into the Certificate Account
all amounts received with respect to the related Non-Serviced Mortgage Loan,    
Non-Serviced Mortgaged Property or any related REO Property.                    

        Section 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts. (a) The Master Servicer shall establish and maintain one or 
more accounts (the "Servicing Accounts"), into which all Escrow Payments shall  
be deposited and retained, and shall administer such Servicing Accounts in      
accordance with the Mortgage Loan documents and Companion Loan documents. Any   
Servicing Accounts related to a Serviced Whole Loan shall be held for the       
benefit of the Certificateholders and the related Serviced Companion Noteholders
collectively, but this shall not be construed to modify their respective        
interests therein as set forth in the related Intercreditor Agreement. Amounts  
on deposit in Servicing Accounts may only be invested in accordance with the    
terms of the related Mortgage Loan documents or in Permitted Investments in     
accordance with the provisions of Section 3.06. Servicing Accounts shall be     
Eligible Accounts to the extent permitted by the terms of the related Mortgage  
Loan documents. Withdrawals of amounts so deposited from a Servicing Account may
be made only to: (i) effect payment of items for which Escrow Payments were     
collected and comparable items; (ii) reimburse the Trustee and then the Master  
Servicer, if applicable, for any Servicing Advances; (iii) refund to Mortgagors 
any sums as may be determined to be overages; (iv) pay interest to Mortgagors on
balances in the Servicing Account, if required by applicable law or the terms of
the related Mortgage Loan or Companion Loan and as described below or, if not so
required, to the Master Servicer; (v) after the occurrence of an event of       
default under the related Mortgage Loan or Companion Loan, apply amounts to the 
indebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw
amounts deposited in error; (vii) pay Penalty Charges to the extent permitted by
the related Mortgage Loan documents; or (viii) clear and terminate the Servicing
Account at the termination of this Agreement in accordance with Section 9.01. As
part of its servicing duties, the Master Servicer shall pay or cause to be paid 
to the Mortgagors interest on funds in Servicing Accounts, to the extent        
required by law or the terms of the related Mortgage Loan or Companion Loan;    
provided, however, that in no event shall the Master Servicer be required to    
remit to any Mortgagor any amounts in excess of actual net investment income or 
funds in the related Servicing Account. If allowed by the related Mortgage Loan 
documents and applicable law, the Master Servicer may charge the related        
Mortgagor an administrative fee for maintenance of the Servicing Accounts.      

          (b) The Special Servicer, in the case of REO Loans (other than any
REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer, in  
the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan)  
(and each Companion Loan), shall maintain accurate records with respect to each 
related Mortgaged Property reflecting the status of real estate taxes,          
assessments and other similar items that are or may become a lien thereon and   
the status of insurance premiums and any ground rents payable in respect        
thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan
succeeding a Non-Serviced Mortgage Loan), and the Master Servicer, in the case  
of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and       
Companion Loans, shall use reasonable efforts consistent with the Servicing     
Standards to obtain, from time to time, all bills for the payment of such items 
(including renewal premiums) and shall effect payment thereof from the REO      
Account or by the Master Servicer as Servicing Advances prior to the applicable 
penalty or termination date and, in any event, prior to the institution of      
foreclosure or similar proceedings with respect to the related Mortgaged        
Property for nonpayment of such items, employing for such purpose Escrow        
Payments (which shall be so applied by the Master Servicer at the written       
direction of the Special Servicer in the case of REO Loans) as allowed under the
terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or 
Companion Loan. The Master Servicer shall service and administer any reserve    
accounts (including monitoring, maintaining or changing the amounts of required 
escrows) in accordance with the terms of such Mortgage Loan and the Servicing   
Standards. To the extent that a Mortgage Loan (other than a Non-Serviced        
Mortgage Loan) (or a Companion Loan) does not require a Mortgagor to escrow for 
the payment of real estate taxes, assessments, insurance premiums, ground rents 
(if applicable) and similar items, the Special Servicer, in the case of REO     
Loans, and the Master Servicer, in the case of all other Mortgage Loans and     
Companion Loans, shall use reasonable efforts consistent with the Servicing     
Standards to cause the Mortgagor to comply with its obligation to make payments 
in respect of such items at the time they first become due and, in any event,   
prior to the institution of foreclosure or similar proceedings with respect to  
the related Mortgaged Property for nonpayment of such items.                    

           (c) In accordance with the Servicing Standards and for all Mortgage
Loans (other than a Non-Serviced Mortgage Loan) and Serviced Whole Loans, the   
Master Servicer shall advance all such funds as are necessary for the purpose of
effecting the payment of (i) real estate taxes, assessments and other similar   
items that are or may become a lien thereon, (ii) ground rents (if applicable)  
and (iii) premiums on Insurance Policies, in each instance if and to the extent 
Escrow Payments collected from the related Mortgagor (or related REO Revenues,  
if applicable) are insufficient to pay such item when due and the related       
Mortgagor has failed to pay such item on a timely basis, and provided, however, 
that the particular advance would not, if made, constitute a Nonrecoverable     
Servicing Advance and provided, further, however, that with respect to the      
payment of taxes and assessments, the Master Servicer shall not be required to  
make such advance until the later of five Business Days after the Master        
Servicer, the Special Servicer or the Trustee, as the case may be, has received 
confirmation that such item has not been paid or the date prior to the date     
after which any penalty or interest would accrue in respect of such taxes or    
assessments. The Special Servicer shall give the Master Servicer and the Trustee
no less than five Business Days' written (facsimile or electronic) notice before
the date on which the Master Servicer is requested to make any Servicing Advance
with respect to a given Specially Serviced Mortgage Loan or REO Property;       
provided, however, that only two Business Days' written (facsimile or           
electronic) notice shall be required in respect of Servicing Advances required  
to be made on an emergency or urgent basis; provided, further, that the Special 
Servicer shall not be entitled to make such a request (other than for Servicing 
Advances required to be made on an urgent or emergency basis) more frequently   
than once per calendar month (although such request may relate to more than one 
Servicing Advance). The Master Servicer may pay the aggregate amount of such    
Servicing Advances listed on a monthly request to the Special Servicer, in which
case the Special Servicer shall remit such Servicing Advances to the ultimate   
payees. In addition, the Special Servicer shall provide the Master Servicer and 
the Trustee with such information in its possession as the Master Servicer or   
the Trustee, as applicable, may reasonably request to enable the Master Servicer
or the Trustee, as applicable, to determine whether a requested Servicing       
Advance would constitute a Nonrecoverable Advance. On the first Business Day    
after the Determination Date for the related Distribution Date, the Special     
Servicer shall report to the Master Servicer if the Special Servicer determines 
any Servicing Advance previously made by the Master Servicer with respect to a  
Specially Serviced Mortgage Loan or REO Loan is a Nonrecoverable Servicing      
Advance. The Master Servicer shall be entitled to conclusively rely on such a   
determination, and such determination shall be binding upon the Master Servicer,
but shall in no way limit the ability of the Master Servicer in the absence of  
such determination to make its own determination that any Advance is a          
Nonrecoverable Advance. Notwithstanding the foregoing, if the Special Servicer  
makes a determination that only a portion of, and not all of, any previously    
made or proposed Servicing Advance is a Nonrecoverable Advance, the Master      
Servicer shall have the right to make its own subsequent determination that any 
remaining portion of any such previously made or proposed Servicing Advance is a
Nonrecoverable Advance. All such Advances shall be reimbursable in the first    
instance from related collections from the Mortgagors and further as provided in
Section 3.05. No costs incurred by the Master Servicer or the Special Servicer  
in effecting the payment of real estate taxes, assessments and, if applicable,  
ground rents on or in respect of the Mortgaged Properties shall, for purposes   
hereof, including, without limitation, the Paying Agent's calculation of monthly
distributions to Certificateholders, be added to the unpaid principal balances  
of the related Mortgage Loans or the Companion Loans, notwithstanding that the  
terms of such Mortgage Loans or the Companion Loans so permit. If the Master    
Servicer fails to make any required Servicing Advance as and when due (including
any applicable cure periods), to the extent the Trustee has actual knowledge of 
such failure, the Trustee shall make such Servicing Advance pursuant to Section 
7.05. Notwithstanding anything herein to the contrary, no Servicing Advance     
shall be required hereunder if such Servicing Advance would, if made, constitute
a Nonrecoverable Servicing Advance. In addition, the Master Servicer shall      
consider Unliquidated Advances in respect of prior Servicing Advances for       
purposes of nonrecoverability determinations. The Special Servicer shall have no
obligation to make any Servicing Advances under this Agreement.                 

          Notwithstanding anything to the contrary contained in this Section
3.03(c), the Master Servicer may in its good faith judgment elect (but shall not
be required unless directed by the Special Servicer with respect to Specially   
Serviced Mortgage Loans and REO Loans) to make a payment from amounts on deposit
in the Certificate Account (which shall be deemed first made from amounts       
distributable as principal and then from all other amounts comprising general   
collections) to pay for certain expenses set forth below notwithstanding that   
the Master Servicer (or Special Servicer, as applicable) has determined that a  
Servicing Advance with respect to such expenditure would be a Nonrecoverable    
Servicing Advance (unless, with respect to Specially Serviced Mortgage Loans or 
REO Loans, the Special Servicer has notified the Master Servicer to not make    
such expenditure), where making such expenditure would prevent (i) the related  
Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any 
event that would cause a loss of the priority of the lien of the related        
Mortgage, or the loss of any security for the related Mortgage Loan; provided   
that in each instance, the Master Servicer or the Special Servicer, as          
applicable, determines in accordance with the Servicing Standards (as evidenced 
by an Officer's Certificate delivered to the Trustee) that making such          
expenditure is in the best interest of the Certificateholders (and, if          
applicable the Companion Holders), all as a collective whole. The Master        
Servicer or Trustee may elect to obtain reimbursement of Nonrecoverable         
Servicing Advances from the Trust Fund pursuant to the terms of 3.19(c). The    
parties acknowledge that pursuant to the applicable Non-Serviced Pooling        
Agreement, the applicable Non-Serviced Master Servicer is obligated to make     
servicing advances with respect to the related Non-Serviced Whole Loan. The     
applicable Non-Serviced Master Servicer shall be entitled to reimbursement for  
Nonrecoverable Servicing Advances with respect to such Non-Serviced Whole Loan  
(with, in each case, any accrued and unpaid interest thereon provided for under 
the applicable Non-Serviced Pooling Agreement) in the manner set forth in the   
applicable Non-Serviced Pooling Agreement and the applicable Non-Serviced       
Intercreditor Agreement.                                                        

           (d) In connection with its recovery of any Servicing Advance out of
the Certificate Account pursuant to Section 3.05(a), the Trustee and then the   
Master Servicer, as the case may be, shall be entitled to receive, out of any   
amounts then on deposit in the Certificate Account interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such Servicing       
Advance from the date made to, but not including, the date of reimbursement.    
Subject to Section 3.19(c), the Master Servicer shall reimburse itself, the     
Special Servicer or the Trustee, as the case may be, for any outstanding        
Servicing Advance as soon as practically possible after funds available for such
purpose are deposited in the Certificate Account subject to the Master          
Servicer's or the Trustee's options and rights to defer recovery of such amounts
as provided herein.                                                             

           (e) To the extent an operations and maintenance plan is required to
be established and executed pursuant to the terms of a Mortgage Loan (other than
a Non-Serviced Mortgage Loan), the Master Servicer shall request from the       
Mortgagor written confirmation thereof within a reasonable time after the later 
of the Closing Date and the date as of which such plan is required to be        
established or completed. To the extent any repairs, capital improvements,      
actions or remediations are required to have been taken or completed pursuant to
the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the   
Master Servicer shall request from the Mortgagor written confirmation of such   
actions and remediations within a reasonable time after the later of the Closing
Date and the date as of which such action or remediations are required to be or 
to have been taken or completed. To the extent a Mortgagor shall fail to        
promptly respond to any inquiry described in this Section 3.03(e), the Master   
Servicer shall report any such failure to the Special Servicer within a         
reasonable time after the date as of which such actions or remediations are     
required to be or to have been taken or completed.                              

           Section 3.04 The Certificate Account, the Lower-Tier and Upper-Tier
Distribution Accounts, the Companion Distribution Account, the Interest Reserve 
Account and the Gain-on-Sale Reserve Account. (a) The Master Servicer shall     
establish and maintain, or cause to be established and maintained, a Certificate
Account in which the Master Servicer shall deposit or cause to be deposited on a
daily basis and in no event later than the Business Day following receipt of    
available funds (in the case of payments by Mortgagors or other collections on  
the Mortgage Loans or Companion Loans), except as otherwise specifically        
provided herein, the following payments and collections received or made by or  
on behalf of it subsequent to the Cut-off Date (other than in respect of        
principal and interest on the Mortgage Loans or Companion Loans due and payable 
on or before the Cut-off Date, which payments shall be delivered promptly to the
appropriate Mortgage Loan Seller or its designee and other than any amounts     
received from Mortgagors which are received in connection with the purchase of  
defeasance collateral), or payments (other than Principal Prepayments) received 
by it on or prior to the Cut-off Date but allocable to a period subsequent      
thereto:                                                                        

     (i) all payments on account of principal, including Principal
Prepayments, on the Mortgage Loans or Companion Loans;              

         (ii) all payments on account of interest on the Mortgage Loans or
      Companion Loans, including Yield Maintenance Charges and Default Interest;

          (iii) late payment charges and other Penalty Charges to the extent
      required to offset interest on Advances and additional Trust Fund expenses
    (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as
required by Section 3.11;                                           

    (iv) all Insurance and Condemnation Proceeds and Liquidation
  Proceeds (other than Gain-on-Sale Proceeds) received in respect of any
     Mortgage Loan, Companion Loan or REO Property (other than (i) Liquidation
    Proceeds that are received in connection with the purchase by the Master
    Servicer, the Special Servicer, the Holders of the Controlling Class, or
      the Holders of the Class LR Certificates of all the Mortgage Loans and any
REO Properties in the Trust Fund and that are to be deposited in the
 Lower-Tier Distribution Account pursuant to Section 9.01 and (ii) any
     proceeds that are received in connection with the purchase of a Companion
 Loan from a securitization by the related mortgage loan seller, which
   shall be paid directly to the servicer of such securitization) together
with any recovery of Unliquidated Advances in respect of the related
Mortgage Loans;                                                     

       (v) any amounts required to be transferred from the REO Account
pursuant to Section 3.16(c);                                        

        (vi) any amounts required to be deposited by the Master Servicer
    pursuant to Section 3.06 in connection with losses incurred with respect
  to Permitted Investments of funds held in the Certificate Account; and

            (vii) any amounts required to be deposited by the Master Servicer or
      the Special Servicer pursuant to Section 3.07(b) in connection with losses
   resulting from a deductible clause in a blanket hazard or master single
interest policy.                                                    

            Notwithstanding the foregoing requirements, the Master Servicer need
not deposit into the Certificate Account any amount that the Master Servicer    
would be authorized to withdraw immediately from such account in accordance with
the terms of Section 3.05 and shall be entitled to instead immediately pay such 
amount directly to the Person(s) entitled thereto; provided that such amounts   
shall be applied in accordance with the terms hereof and shall be reported as if
deposited in such Certificate Account and then withdrawn.                       

         The foregoing requirements for deposit in the Certificate Account
shall be exclusive, it being understood and agreed that, without limiting the   
generality of the foregoing, actual payments from Mortgagors in the nature of   
Escrow Payments, charges for beneficiary statements or demands, assumption fees,
modification fees, extension fees, defeasance fees, or amounts collected for    
Mortgagor checks returned for insufficient funds need not be deposited by the   
Master Servicer in the Certificate Account. If the Master Servicer shall deposit
in the Certificate Account any amount not required to be deposited therein, it  
may at any time withdraw such amount from the Certificate Account, any provision
herein to the contrary notwithstanding. Assumption, extension and modification  
fees actually received from Mortgagors on Specially Serviced Mortgage Loans     
shall be promptly delivered to the Special Servicer as additional servicing     
compensation.                                                                   

        Upon receipt of any of the foregoing amounts in clauses (i)-(iv)
above with respect to any Specially Serviced Mortgage Loans, the Special        
Servicer shall remit within one (1) Business Day such amounts to the Master     
Servicer for deposit into the Certificate Account, in accordance with this      
Section 3.04(a). Any such amounts received by the Special Servicer with respect 
to an REO Property shall be deposited by the Special Servicer into the REO      
Account and remitted to the Master Servicer for deposit into the Certificate    
Account, pursuant to Section 3.16(c). With respect to any such amounts paid by  
check to the order of the Special Servicer, the Special Servicer shall endorse  
without recourse or warranty such check to the order of the Master Servicer and 
shall promptly deliver any such check to the Master Servicer by overnight       
courier. Funds in the Certificate Account may only be invested in Permitted     
Investments in accordance with the provisions of Section 3.06. As of the Closing
Date, the Certificate Account for the Master Servicer shall be located at the   
offices of Escrow Bank, Salt Lake City, Utah. The Master Servicer shall give    
notice to the Trustee, the Special Servicer, the Paying Agent and the Depositor 
of the new location of the Certificate Account prior to any change thereof.     

           (b) The Paying Agent, on behalf of the Trustee, shall establish and
maintain the Lower-Tier Distribution Account, the Upper-Tier Distribution       
Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account in   
trust for the benefit of the Certificateholders (and the Trustee as holder of   
the Uncertificated Lower-Tier Interests). The Master Servicer shall deliver to  
the Paying Agent each month on or before the P&I Advance Date therein, for      
deposit in the Lower-Tier Distribution Account, that portion of the Available   
Distribution Amount attributable to the Mortgage Loans (in each case, calculated
without regard to clauses (a)(iv), (a)(viii), (c) and (d) of the definition of  
Available Distribution Amount) for the related Distribution Date.               

       With respect to the Companion Loans (excluding any Non-Serviced
Companion Loan), the Companion Paying Agent shall establish and maintain an     
account, which may be a subaccount of the Certificate Account, for distributions
to each Companion Holder (the "Companion Distribution Account") to be held for  
the benefit of the related Companion Holder and shall, promptly upon receipt,   
deposit in the Companion Distribution Account any and all amounts received by   
the Companion Paying Agent that are required by the terms of this Agreement or  
the applicable Intercreditor Agreement to be deposited therein. The Master      
Servicer shall deliver to the Companion Paying Agent each month, on or before   
the P&I Advance Date therein, for deposit in the Companion Distribution Account,
an aggregate amount of immediately available funds, to the extent of available  
funds, equal to the amount to be distributed to the related Companion Holder    
pursuant to the terms of this Agreement and the related Intercreditor Agreement.
Notwithstanding the preceding paragraph, the following provisions shall apply to
remittances relating to the Serviced Companion Loans related to Serviced Whole  
Loans that have been deposited into an Other Securitization. On each Serviced   
Whole Loan Remittance Date, the Master Servicer shall withdraw from the         
Certificate Account (or applicable portion thereof) an aggregate amount equal to
all payments and/or collections actually received on such Serviced Companion    
Loans prior to such dates; provided, however, that in no event shall the Master 
Servicer be required to transfer to the Companion Distribution Account any      
portion thereof that is payable or reimbursable to or at the direction of any   
party to this Agreement under the other provisions of this Agreement and/or the 
related Intercreditor Agreement. On each Serviced Whole Loan Remittance Date,   
the Companion Paying Agent shall make the payments and remittance described in  
Section 4.01(j) of this Agreement, which payments and remittance shall be made, 
in each case, on the Serviced Whole Loan Remittance Date.                       

        The Lower-Tier Distribution Account, the Upper-Tier Distribution
Account, the Gain-on-Sale Reserve Account, the Interest Reserve Account and the 
Companion Distribution Account may be subaccounts of a single Eligible Account, 
which shall be maintained as a segregated account separate from other accounts. 

  In addition to the amounts required to be deposited in the
Lower-Tier Distribution Account pursuant to the third preceding paragraph, the  
Master Servicer shall, as and when required hereunder, deliver to the Paying    
Agent for deposit in the Lower-Tier Distribution Account:                       

       (i) any amounts required to be deposited by the Master Servicer
    pursuant to Section 3.19 as Compensating Interest Payments in connection
with Prepayment Interest Shortfalls;                                

           (ii) any P&I Advances required to be made by the Master Servicer in
accordance with Section 4.03;                                       

       (iii) any Liquidation Proceeds paid by the Master Servicer, the
    Special Servicer, the Holders of the Controlling Class or the Holders of
   the Class LR Certificates in connection with the purchase of all of the
Mortgage Loans and any REO Properties in the Trust Fund pursuant to 
    Section 9.01 (exclusive of that portion thereof required to be deposited
in the Certificate Account pursuant to Section 9.01);               

  (iv) any Yield Maintenance Charges actually collected; and

            (v) any other amounts required to be so delivered for deposit in the
Lower-Tier Distribution Account pursuant to any provision of this   
Agreement.                                                          

        If, as of the close of business (New York City time), on any P&I
Advance Date or on such other date as any amount referred to in the foregoing   
clauses (i) through (v) are required to be delivered hereunder, the Master      
Servicer shall not have delivered to the Paying Agent for deposit in the        
Lower-Tier Distribution Account the amounts required to be deposited therein    
pursuant to the provisions of this Agreement (including any P&I Advance pursuant
to Section 4.03(a) hereof), the Master Servicer shall pay the Paying Agent      
interest on such late payment at the Prime Rate from and including the date such
payment was required to be made (without regard to any grace period set forth in
Section 7.01(a)(i)) until (but not including) the date such late payment is     
received by the Paying Agent.                                                   

       The Paying Agent shall, upon receipt, deposit in the Lower-Tier
Distribution Account any and all amounts received by the Paying Agent that are  
required by the terms of this Agreement to be deposited therein.                

            Promptly on each Distribution Date, the Paying Agent shall be deemed
to withdraw from the Lower-Tier Distribution Account and deposit in the         
Upper-Tier Distribution Account an aggregate amount of immediately available    
funds equal to the Lower-Tier Distribution Amount and the amount of any Yield   
Maintenance Charges for such Distribution Date allocated in payment of the      
Uncertificated Lower-Tier Interests as specified in Sections 4.01(b) and        
4.01(d), respectively.                                                          

          Funds on deposit in the Gain-on-Sale Reserve Account, the Interest
Reserve Account, the Companion Distribution Account, the Upper-Tier Distribution
Account and the Lower-Tier Distribution Account may be invested and, if         
invested, shall be invested by, and at the risk of, the Paying Agent in         
Permitted Investments selected by the Paying Agent which shall mature, unless   
payable on demand, not later such time on the Distribution Date which will allow
the Paying Agent to make withdrawals from the Distribution Account, and any such
Permitted Investment shall not be sold or disposed of prior to its maturity     
unless payable on demand. All such Permitted Investments shall be made in the   
name of "Wells Fargo Bank, N.A., as Trustee for the Holders of the J.P. Morgan  
Chase Commercial Mortgage Securities Trust 2007-C1 Trust, Commercial Mortgage   
Pass-Through Certificates, Series 2007-C1 as their interests may appear." None  
of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special 
Servicer shall be liable for any loss incurred on such Permitted 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.                                                                

            As of the Closing Date, the Interest Reserve Account, the Upper-Tier
Distribution Account and the Lower-Tier Distribution Account shall be located at
the offices of the Paying Agent. The Paying Agent shall give notice to the      
Trustee, the Master Servicer and the Depositor of the location of the Interest  
Reserve Account, the Upper-Tier Distribution Account, the Lower-Tier            
Distribution Account and, if established, the Gain-on-Sale Reserve Account and  
of the proposed location of such accounts prior to any change thereof.          

(c) [Reserved].                                         

          (d) The Paying Agent shall establish (upon notice from the Special
Servicer of an event occurring that generates Gain-on-Sale Proceeds) and        
maintain the Gain-on-Sale Reserve Account in trust for the benefit of the       
Certificateholders. The Gain-on-Sale Reserve Account shall be maintained as an  
Eligible Account (or as a subaccount of an Eligible Account), separate and apart
from trust funds for mortgage pass-through certificates of other series         
administered by the Paying Agent.                                               

           Upon the disposition of any REO Property in accordance with Section
3.09 or Section 3.18, the Special Servicer will calculate the Gain-on-Sale      
Proceeds, if any, realized in connection with such sale and remit such funds to 
the Paying Agent for deposit into the Gain-on-Sale Reserve Account, other than  
Gain-on-Sale Proceeds allocable to the Companion Loans, which shall be remitted 
to the Companion Paying Agent for deposit into the Companion Distribution       
Account.                                                                        

            Section 3.05 Permitted Withdrawals from the Certificate Account, the
Distribution Accounts and the Companion Distribution Account. (a) The Master    
Servicer may, from time to time, make withdrawals from the Certificate Account  
for any of the following purposes (without duplication of the same payment or   
reimbursement):                                                                 

      (i) (A) no later than 4:00 p.m. New York City time on each P&I
    Advance Date, to remit to the Paying Agent for deposit in the Lower-Tier
    Distribution Account the amounts required to be remitted pursuant to the
 first paragraph of Section 3.04(b) or that may be applied to make P&I
Advances pursuant to Section 4.03(a); and (B) pursuant to the second
    paragraph of Section 3.04(b), to remit to the Companion Paying Agent for
    deposit in the Companion Distribution Account the amounts required to be
     so deposited on the date specified in the related Intercreditor Agreement
with respect to the Companion Loans;                                

       (ii) (A) to pay itself unpaid Servicing Fees in respect of each
   Mortgage Loan, Companion Loan, Specially Serviced Mortgage Loan and REO
     Loan, as applicable, the Master Servicer's rights to payment of Servicing
   Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan,
Companion Loan, Specially Serviced Mortgage Loan or REO Loan, as    
  applicable, being limited to amounts received on or in respect of such
Mortgage Loan or Companion Loan (whether in the form of payments,   
    Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO
Loan (whether in the form of REO Revenues, Liquidation Proceeds or  
   Insurance and Condemnation Proceeds), that are allocable as recovery of
   interest thereon and (B) to pay the Special Servicer any unpaid Special
Servicing Fees, Liquidation Fees and Workout Fees in respect of each
    Specially Serviced Mortgage Loan or REO Loan or Corrected Mortgage Loan,
as applicable, and any expense incurred by the Special Servicer in  
   connection with performing any inspections pursuant to Section 3.12(a),
     remaining unpaid first, out of related REO Revenues, Liquidation Proceeds
  and Insurance and Condemnation Proceeds (provided that, in the case of
      such payment relating to a Serviced Whole Loan, such payment shall be made
first, from amounts collected on the related Serviced Subordinate   
    Companion Loan, if any, and then from the related Serviced Mortgage Loan
    and any related Serviced Pari Passu Companion Loan(s), pro rata and pari
    passu in accordance with their Stated Principal Balances, subject to the
    terms of the related Intercreditor Agreement and provided, further, that
    with respect to a Serviced Whole Loan, such expenses shall be reimbursed
  as among the related Serviced Notes in the priority and subject to the
   limitations set forth in the related Intercreditor Agreement), and then
out of general collections on the Mortgage Loans and REO Properties;

         (iii) to reimburse the Trustee and itself, as applicable (in that
order), for unreimbursed P&I Advances, the Master Servicer's or the 
Trustee's right to reimbursement pursuant to this clause (iii) being
    limited to amounts received which represent Late Collections of interest
 (net of the related Servicing Fee) on and principal of the particular
     Mortgage Loans and REO Loans with respect to which such P&I Advances were
     made; provided, that with respect to a Serviced Whole Loan, reimbursement
     of P&I Advances shall be made only from amounts collected with respect to
  the related Serviced Mortgage Loan (and not from any amounts collected
    with respect to any Serviced Companion Loan) prior to reimbursement from
other funds unrelated to such Serviced Whole Loan on deposit in the 
      Certificate Account; provided, further, that if such P&I Advance becomes a
Workout-Delayed Reimbursement Amount, then such P&I Advance shall   
thereafter be reimbursed from the portion of general collections and
   recoveries on or in respect of the Mortgage Loans and REO Properties on
deposit in the Certificate Account from time to time that represent 
   collections or recoveries of principal to the extent provided in clause
(v) below); provided, further, that if such Advance becomes a       
    Nonrecoverable Advance, then such Advance shall be reimbursable pursuant
to clause (v) below;                                                

          (iv) to reimburse the Trustee, the Special Servicer and itself, as
applicable (in that order), for unreimbursed Servicing Advances, the
 Master Servicer's, the Special Servicer's or the Trustee's respective
      rights to receive payment pursuant to this clause (iv) with respect to any
      Mortgage Loan (other than a Non-Serviced Mortgage Loan), Companion Loan or
REO Property being limited to, as applicable, related payments,     
      Liquidation Proceeds, Insurance and Condemnation Proceeds and REO Revenues
      (provided that, in case of such reimbursement relating to a Serviced Whole
    Loan, such reimbursements shall be made first, from amounts collected on
      the related Serviced Subordinate Companion Loan, if any, and then from the
related Serviced Mortgage Loan and any Serviced Pari Passu Companion
      Loan(s), pro rata and pari passu based on their Stated Principal Balances,
     subject to, and in accordance with the terms of the related Intercreditor
    Agreement and provided that, in case of such reimbursement relating to a
Serviced Whole Loan, such reimbursements shall be made from amounts 
   collected on the related Serviced Notes in accordance with the terms of
  the related Intercreditor Agreement, prior to reimbursement from other
     funds unrelated to such Serviced Whole Loan on deposit in the Certificate
 Account); provided, however, that if such Servicing Advance becomes a
   Workout Delayed Reimbursement Amount, then such Servicing Advance shall
thereafter be reimbursed from the portion of general collections and
   recoveries on or in respect of the Mortgage Loans and REO Properties on
deposit in the Certificate Account from time to time that represent 
   collections or recoveries of principal to the extent provided in clause
(v) below); provided, further, that if such Advance becomes a       
    Nonrecoverable Advance, then such Advance shall be reimbursable pursuant
to clause (v) below;                                                

         (v) to reimburse the Trustee, the Special Servicer and itself, as
    applicable (in that order) (1) for Nonrecoverable Advances first, out of
      REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds
     received on the related Mortgage Loan and Companion Loan (with respect to
   such Companion Loan, only for Nonrecoverable Servicing Advances), then,
     out of the principal portion of general collections on the Mortgage Loans
     and REO Properties), then, to the extent the principal portion of general
     collections is insufficient and with respect to such excess only, subject
      to any exercise of the sole option to defer reimbursement thereof pursuant
      to Section 3.19(c), out of other collections on the Mortgage Loans and REO
  Properties) and, (2) with respect to the Workout-Delayed Reimbursement
   Amounts, out of the principal portion of the general collections on the
   Mortgage Loans and REO Properties) net of such amounts being reimbursed
pursuant to (1) above (provided that, in case of such reimbursement 
      relating to a Serviced Whole Loan and/or a Companion Loan related thereto,
 such reimbursement shall be made first, from amounts collected on the
  related Serviced Subordinate Companion Loan, if any, and then from the
related Serviced Mortgage Loan and any related Serviced Pari Passu  
    Companion Loan(s), pro rata and pari passu based on their related Stated
  Principal Balances, subject to and in accordance with the terms of the
related Intercreditor Agreement; and provided that, in case of such 
    reimbursement with respect to Nonrecoverable Servicing Advances relating
     to a Serviced Whole Loan, such reimbursements in this clause (v) shall be
  made first from any amounts collected on the related Serviced Notes in
     accordance with the terms of the related Intercreditor Agreement prior to
   reimbursement from other funds unrelated to such Serviced Whole Loan on
    deposit in the Certificate Account; provided, further, that with respect
     to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances
   from funds collected from the related Serviced Whole Loan shall be made
   only from amounts collected with respect to such Serviced Mortgage Loan
      (and not from any amounts collected with respect to any Serviced Companion
      Loan), in accordance with the terms of the related Intercreditor Agreement
    prior to reimbursement from other funds unrelated to such Serviced Whole
      Loan on deposit in the Certificate Account) or to pay itself, with respect
to any Mortgage Loan and the Companion Loans, if applicable, or REO 
Property any related earned Servicing Fee that remained unpaid in   
      accordance with clause (ii) above following a Final Recovery Determination
   made with respect to such Mortgage Loan or REO Property and the deposit
into the Certificate Account of all amounts received in connection  
therewith;                                                          

     (vi) at such time as it reimburses the Trustee and itself, as
applicable (in that order) or any servicing party for a related     
      securitization trust in respect of any Serviced Companion Loan for (a) any
     unreimbursed P&I Advance (including any such P&I Advance that constitutes
      a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) above, to
pay itself and/or the Trustee or such other servicing party, as     
   applicable, any interest accrued and payable thereon in accordance with
 Sections 4.03(d) and 3.11(c), (b) any unreimbursed Servicing Advances
    (including any such Servicing Advance that constitutes a Workout-Delayed
   Reimbursement Amount) pursuant to clause (iv) above, to pay itself, the
    Special Servicer or the Trustee or such servicing party, as the case may
    be, any interest accrued and payable thereon in accordance with Sections
     3.03(d) and 3.11(c) or (c) any Nonrecoverable Advances pursuant to clause
 (v) above, to pay itself, the Special Servicer or the Trustee or such
other servicing party, as the case may be, any interest accrued and 
     payable thereon; provided, that in all events interest on P&I Advances on
     any Serviced Mortgage Loan shall not be paid from funds to be paid to any
other Serviced Companion Loan;                                      

          (vii) to reimburse itself, the Special Servicer or the Trustee, as
      the case may be, for any unreimbursed expenses reasonably incurred by such
    Person in respect of any Breach or Defect giving rise to a repurchase or
substitution obligation of the applicable Mortgage Loan Seller under
    Section 6 of the applicable Mortgage Loan Purchase Agreement, including,
  without limitation, any expenses arising out of the enforcement of the
repurchase or substitution obligation, each such Person's right to  
    reimbursement pursuant to this clause (vii) with respect to any Mortgage
      Loan or Companion Loan being limited to that portion of the Purchase Price
    or Substitution Shortfall Amount paid with respect to such Mortgage Loan
    or Companion Loan that represents such expense in accordance with clause
    (iv) of the definition of Purchase Price; provided that, in case of such
      reimbursement relating to a Serviced Whole Loan, such reimbursements shall
     be made first, from amounts collected on the related Serviced Subordinate
    Companion Loan, if any, and then from the related Serviced Mortgage Loan
 and any Serviced Pari Passu Companion Loan(s) pro rata and pari passu
      based on their related Stated Principal Balances to the extent provided in
the related Intercreditor Agreement;                                

         (viii) in accordance with Section 2.03(e), to reimburse itself or
the Special Servicer, as the case may be, first, out of Liquidation 
  Proceeds, Insurance and Condemnation Proceeds, and then out of general
      collections on the Mortgage Loans and REO Properties, for any unreimbursed
expense reasonably incurred by such Person in connection with the   
  enforcement of the applicable Mortgage Loan Seller's obligations under
     Section 6 of the applicable Mortgage Loan Purchase Agreement, but only to
 the extent that such expenses are not reimbursable pursuant to clause
      (vii) above or otherwise (provided that, in case of such reimbursement out
      of Liquidation Proceeds, and Insurance and Condemnation Proceeds described
      above relating to a Serviced Whole Loan, such reimbursements shall be made
first, from amounts collected on the related Serviced Subordinate   
    Companion Loan, if any, and then from the related Serviced Mortgage Loan
   and any related Serviced Pari Passu Companion Loan(s) pro rata and pari
     passu in accordance with their Stated Principal Balances, subject to, and
   in accordance with the terms of the related Intercreditor Agreement and
then from general collections on the Mortgage Loans);               

     (ix) to pay for costs and expenses incurred by the Trust Fund
pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation 
  Proceeds, Insurance and Condemnation Proceeds, and then out of general
   collections on the Mortgage Loans and REO Properties (provided that, in
case of such reimbursement relating to a Serviced Whole Loan, such  
     reimbursements shall be made first, from amounts collected on the related
  Serviced Subordinate Companion Loan, if any, and then from the related
     Serviced Mortgage Loan and any Serviced Pari Passu Companion Loan(s), pro
   rata and pari passu in accordance with their Stated Principal Balances,
     subject to, and in accordance with the terms of the related Intercreditor
Agreement prior to being payable out of general collections);       

  (x) to pay itself, as additional servicing compensation in
   accordance with Section 3.11(a), (a) (A) interest and investment income
earned in respect of amounts relating to the Trust Fund held in the 
     Certificate Account and the Companion Distribution Account as provided in
  Section 3.06(b) (but only to the extent of the Net Investment Earnings
  with respect to the Certificate Account and the Companion Distribution
    Account for the period from and including the prior Distribution Date to
     and including the P&I Advance Date related to such Distribution Date) and
(B) Penalty Charges (other than Penalty Charges collected while the 
     related Mortgage Loan is a Specially Serviced Mortgage Loan), but only to
      the extent collected from the related Mortgagor and to the extent that all
  amounts then due and payable with respect to the related Mortgage Loan
     have been paid and such Penalty Charges are not needed to pay interest on
 Advances or costs and expenses incurred by the Trust Fund (other than
      Special Servicing Fees) in accordance with Section 3.11(d); and (b) to pay
    the Special Servicer, as additional servicing compensation in accordance
 with Section 3.11(c), Penalty Charges collected on Specially Serviced
Mortgage Loans (but only to the extent collected from the related   
  Mortgagor and to the extent that all amounts then due and payable with
      respect to the related Specially Serviced Mortgage Loan have been paid and
    such Penalty Charges are not needed to pay interest on Advances or costs
and expenses incurred by the Trust Fund in accordance with Section  
3.11(d));                                                           

          (xi) to recoup any amounts deposited in the Certificate Account in
error;                                                              

          (xii) to pay itself, the Special Servicer, the Depositor or any of
  their respective directors, officers, members, managers, employees and
agents, as the case may be, out of general collections, any amounts 
payable to any such Person pursuant to Section 6.03(a) or 6.03(b)   
 (provided that, in case of such payments relating to a Serviced Whole
    Loan, such reimbursements shall be made first, from amounts collected on
      the related Serviced Subordinate Companion Loan, if any, and then from the
related Serviced Mortgage Loan and any related Serviced Pari Passu  
      Companion Loan(s), pro rata and pari passu in accordance with their Stated
  Principal Balances, subject to and in accordance with the terms of the
 related Intercreditor Agreement prior to being payable out of general
collections);                                                       

 (xiii) to pay for (a) the cost of the Opinions of Counsel
    contemplated by Sections 3.09(b), 3.16(a), 3.17(b), 3.20(a), 3.20(d) and
     10.01(f) to the extent payable out of the Trust Fund, (b) the cost of any
Opinion of Counsel contemplated by Section 12.01(a) or 12.01(c) in  
      connection with an amendment to this Agreement requested by the Trustee or
    the Master Servicer, which amendment is in furtherance of the rights and
 interests of Certificateholders and (c) the cost of obtaining the REO
     Extension contemplated by Section 3.16(a) (provided that, in case of such
    payments relating to a Serviced Whole Loan, such reimbursements shall be
  made first, from amounts collected on the related Serviced Subordinate
      Companion Loan, if any, and then from the amounts collected on the related
Serviced Mortgage Loan and any related Serviced Pari Passu Companion
      Loan(s), pro rata and pari passu in accordance with their Stated Principal
Balances, subject to and in accordance with the terms of the related
Intercreditor Agreement prior to being payable out of general       
collections);                                                       

         (xiv) to pay out of general collections on the Mortgage Loans and
    REO Properties any and all federal, state and local taxes imposed on the
Upper-Tier REMIC, the Lower-Tier REMIC, or any of their assets or   
 transactions, together with all incidental costs and expenses, to the
     extent that none of the Master Servicer, the Special Servicer, the Paying
 Agent or the Trustee is liable therefor pursuant to Section 10.01(g);

         (xv) to reimburse the Trustee and the Paying Agent out of general
      collections on the Mortgage Loans and REO Properties for expenses incurred
     by and reimbursable to it by the Trust Fund pursuant to Section 10.01(c);

     (xvi) to pay the applicable Mortgage Loan Seller or any other
    Person, with respect to each Mortgage Loan, if any, previously purchased
   by such Person pursuant to this Agreement, all amounts received thereon
    subsequent to the date of purchase relating to periods after the date of
  purchase; or, in the case of the substitution for a Mortgage Loan by a
  Mortgage Loan Seller pursuant to Section 2.03(b), to pay such Mortgage
Loan Seller with respect to the replaced Mortgage Loan all amounts  
     received thereon subsequent to the date of substitution, and with respect
      to the related Qualified Substitute Mortgage Loan(s), all Monthly Payments
   due thereon during or prior to the month of substitution, in accordance
  with the last two sentences of the first paragraph of Section 2.03(b);

       (xvii) to remit to the Paying Agent for deposit in the Interest
Reserve Account the amounts required to be deposited in the Interest
Reserve Account pursuant to Section 3.25;                           

     (xviii) to clear and terminate the Certificate Account at the
termination of this Agreement pursuant to Section 9.01;             

         (xix) to remit to the Companion Paying Agent for deposit into the
Companion Distribution Account the amounts required to be deposited 
      pursuant to Section 3.04(b) without duplication of amounts remitted to the
Companion Paying Agent pursuant to clause (i) above; and            

      (xx) to pay for any expenditures to be borne by the Trust Fund
pursuant to the second paragraph of Section 3.03(c).                

           The Master Servicer shall also be entitled to make withdrawals from
time to time, from the Certificate Account of amounts necessary for the payments
or reimbursement of amounts required to be paid to the applicable Non-Serviced  
Master Servicer, the applicable Non-Serviced Special Servicer, the applicable   
Non-Serviced Trustee or the applicable Non-Serviced Paying Agent by the holder  
of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced         
Intercreditor Agreement and the applicable Non-Serviced Pooling Agreement.      

       The Master Servicer shall keep and maintain separate accounting
records, on a loan by loan and property by property basis when appropriate, for 
the purpose of justifying any withdrawal from the Certificate Account.          

           The Master Servicer shall pay to the Special Servicer or the Paying
Agent from the Certificate Account amounts permitted to be paid to it therefrom 
monthly upon receipt of a certificate of a Servicing Officer of the Special     
Servicer or a Responsible Officer of the Paying Agent describing the item and   
amount to which the Special Servicer or the Paying Agent is entitled. The Master
Servicer may rely conclusively on any such certificate and shall have no duty to
re-calculate the amounts stated therein. The Special Servicer shall keep and    
maintain separate accounting for each Specially Serviced Mortgage Loan and REO  
Loan, on a loan-by-loan and property-by-property basis, for the purpose of      
justifying any request for withdrawal from the Certificate Account.             

         (b) The Paying Agent, on behalf of the Trustee, may, from time to
time, make withdrawals from the Lower-Tier Distribution Account for any of the  
following purposes:                                                             

        (i) to be deemed to make deposits of the Lower-Tier Distribution
      Amount pursuant to Section 4.01(b) and the amount of any Yield Maintenance
Charges distributable pursuant to Section 4.01(d) in the Upper-Tier 
Distribution Account and to make distributions on the Class LR      
Certificates pursuant to Section 4.01(b);                           

       (ii) to pay to the Trustee and the Paying Agent or any of their
      directors, officers, employees and agents, as the case may be, any amounts
    payable or reimbursable to any such Person, with respect to the Mortgage
Loans, pursuant to Section 8.05(b);                                 

            (iii) to pay the Trustee, the Trustee Fee as contemplated by Section
8.05(a) hereof with respect to the Mortgage Loans;                  

         (iv) to pay for the cost of the Opinions of Counsel sought by the
Trustee or the Paying Agent (A) as provided in clause (v) of the    
     definition of "Disqualified Organization," (B) as contemplated by Section
      3.20(d), 8.02(ii) and 10.01(f), or (C) as contemplated by Section 12.01(a)
    or 12.01(c) in connection with any amendment to this Agreement requested
    by the Trustee or the Paying Agent, which amendment is in furtherance of
the rights and interests of Certificateholders, in each case, to the
extent not paid pursuant to Section 12.01(g);                       

        (v) to pay any and all federal, state and local taxes imposed on
either the Lower-Tier REMIC or Upper-Tier REMIC or on the assets or 
  transactions of any such REMIC, together with all incidental costs and
    expenses, to the extent none of the Trustee, the Paying Agent, the REMIC
Administrator, the Master Servicer or the Special Servicer is liable
therefor pursuant to Section 10.01(g);                              

          (vi) to pay the REMIC Administrator any amounts reimbursable to it
pursuant to Section 10.01(e);                                       

        (vii) to pay to the Master Servicer any amounts deposited by the
    Master Servicer in the Distribution Account not required to be deposited
therein; and                                                        

            (viii) to clear and terminate the Lower-Tier Distribution Account at
the termination of this Agreement pursuant to Section 9.01.         

(c) [Reserved].                                         

            (d) The Paying Agent on behalf of the Trustee may make, or be deemed
to make, withdrawals from the Upper-Tier Distribution Account for any of the    
following purposes:                                                             

           (i) to make distributions to Certificateholders (other than Holders
of the Class LR Certificates) on each Distribution Date pursuant to 
      Section 4.01 or 9.01, as applicable, subject to the next-to-last paragraph
of Section 3.04(b);                                                 

          (ii) to clear and terminate the Upper-Tier Distribution Account at
the termination of this Agreement pursuant to Section 9.01.         

            (e) Notwithstanding anything herein to the contrary, with respect to
any Mortgage Loan, (i) if amounts on deposit in the Certificate Account and the 
Lower-Tier Distribution Account are not sufficient to pay the full amount of the
Servicing Fee listed in Section 3.05(a)(ii) and the Trustee Fee listed in       
Section 3.05(b)(ii) and (iii), then the Trustee Fee shall be paid in full prior 
to the payment of any Servicing Fees payable under Section 3.05(a)(ii) and in   
the event that amounts on deposit in the Certificate Account and the Lower-Tier 
Distribution Account are not sufficient to pay the full amount of such Trustee  
Fee, the Trustee shall be paid based on the amount of such fees and (ii) if     
amounts on deposit in the Certificate Account are not sufficient to reimburse   
the full amount of Advances and interest thereon listed in Sections             
3.05(a)(iii), (iv), (v) and (vi), then reimbursements shall be paid first to the
Trustee and second to the Master Servicer and then the Special Servicer.        

   (f) The Companion Paying Agent may, from time to time, make
withdrawals from the Companion Distribution Account to make distributions       
pursuant to Section 4.01(j).                                                    

           Section 3.06 Investment of Funds in the Certificate Account and the
REO Account. (a) The Master Servicer may direct any depository institution      
maintaining the Certificate Account, the Companion Distribution Account, or any 
Servicing Account (for purposes of this Section 3.06, an "Investment Account"), 
the Special Servicer may direct any depository institution maintaining the REO  
Account (also for purposes of this Section 3.06, an "Investment Account") to    
invest or if it is such depository institution, may itself invest, the funds    
held therein, only in one or more Permitted Investments bearing interest or sold
at a discount, and maturing, unless payable on demand, (i) no later than the    
Business Day immediately preceding the next succeeding date on which such funds 
are required to be withdrawn from such account pursuant to this Agreement, if a 
Person other than the depository institution maintaining such account is the    
obligor thereon and (ii) no later than the date on which such funds are required
to be withdrawn from such account pursuant to this Agreement, if the depository 
institution maintaining such account is the obligor thereon. All such Permitted 
Investments shall be held to maturity, unless payable on demand. Any investment 
of funds in an Investment Account shall be made in the name of the Trustee (in  
its capacity as such). The Master Servicer (in the case of the Certificate      
Account, the Companion Distribution Account or any Servicing Account maintained 
by or for the Master Servicer), the Special Servicer (in the case of the REO    
Account or any Servicing Account maintained by or for the Special Servicer) on  
behalf of the Trustee, shall maintain continuous physical possession of any     
Permitted Investment of amounts in the Certificate Account, the Companion       
Distribution Account, the Servicing Accounts or REO Account, as applicable, that
is either (i) a "certificated security," as such term is defined in the UCC     
(such that the Trustee shall have control pursuant to Section 8-106 of the UCC) 
or (ii) other property in which a secured party may perfect its security        
interest by physical possession under the UCC or any other applicable law. In   
the case of any Permitted Investment held in the form of a "security            
entitlement" (within the meaning of Section 8-102(a)(17) of the UCC), the Master
Servicer or the Special Servicer, as applicable, shall take or cause to be taken
such action as the Trustee deems reasonably necessary to cause the Trustee to   
have control over such security entitlement. In the event amounts on deposit in 
an Investment Account are at any time invested in a Permitted Investment payable
on demand, the Master Servicer (in the case of the Certificate Account, the     
Companion Distribution Account, or any Servicing Account maintained by or for   
the Master Servicer) or the Special Servicer (in the case of the REO Account or 
any Servicing Account maintained by or for the Special Servicer) shall:         

       (i) consistent with any notice required to be given thereunder,
demand that payment thereon be made on the last day such Permitted  
      Investment may otherwise mature hereunder in an amount equal to the lesser
     of (a) all amounts then payable thereunder and (b) the amount required to
be withdrawn on such date; and                                      

       (ii) demand payment of all amounts due thereunder promptly upon
      determination by the Master Servicer, the Special Servicer or the Trustee,
     as the case may be, that such Permitted Investment would not constitute a
 Permitted Investment in respect of funds thereafter on deposit in the
Investment Account.                                                 

         (b) Interest and investment income realized on funds deposited in
the Certificate Account, the Companion Distribution Account or any Servicing    
Account maintained by or for the Master Servicer to the extent of the Net       
Investment Earnings, if any, with respect to such account for the period from   
and including the prior Distribution Date to and including the P&I Advance Date 
related to such Distribution Date, shall be for the sole and exclusive benefit  
of the Master Servicer to the extent (with respect to Servicing Accounts) not   
required to be paid to the related Mortgagor and shall be subject to its        
withdrawal, or withdrawal at its direction, in accordance with Section 3.03 or  
Section 3.05(a), as the case may be. Interest and investment income realized on 
funds deposited in the REO Account or any Servicing Account maintained by or for
the Special Servicer, to the extent of the Net Investment Earnings, if any, with
respect to such account for each period from and including any Distribution Date
to and including the immediately succeeding P&I Advance Date, shall be for the  
sole and exclusive benefit of the Special Servicer and shall be subject to its  
withdrawal in accordance with Section 3.16(c). In the event that any loss shall 
be incurred in respect of any Permitted Investment (as to which the Master      
Servicer or Special Servicer, as applicable, would have been entitled to any Net
Investment Earnings hereunder) directed to be made by the Master Servicer or    
Special Servicer, as applicable, and on deposit in any of the Certificate       
Account, the Companion Distribution Account, the Servicing Account or the REO   
Account, the Master Servicer (in the case of the Certificate Account, the       
Companion Distribution Account or any Servicing Account maintained by or for the
Master Servicer), the Special Servicer (in the case of the REO Account or any   
Servicing Account maintained by or for the Special Servicer) shall deposit      
therein, no later than the P&I Advance Date, without right of reimbursement, the
amount of Net Investment Loss, if any, with respect to such account for the     
period from and including the prior Distribution Date to and including the P&I  
Advance Date related to such Distribution Date, provided that neither the Master
Servicer nor the Special Servicer shall be required to deposit any loss on an   
investment of funds in an Investment Account if such loss is incurred solely as 
a result of the insolvency of the federal or state chartered depository         
institution or trust company that holds such Investment Account, so long as such
depository institution or trust company satisfied the qualifications set forth  
in the definition of Eligible Account at the time such investment was made (and,
with respect to the Master Servicer, such federal or state chartered depository 
institution or trust company is not an Affiliate of the Master Servicer unless  
such depository institution or trust company satisfied the qualification set    
forth in the definition of Eligible Account both (x) at the time the investment 
was made and (y) 30 days prior to such insolvency).                             

            (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted       
Investment, the Master Servicer may and, upon the request of Holders of         
Certificates entitled to a majority of the Voting Rights allocated to any Class 
shall, take such action as may be appropriate to enforce such payment or        
performance, including the institution and prosecution of appropriate           
proceedings.                                                                    

            Section 3.07 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage. (a) The Master Servicer (with respect to the Mortgage    
Loans and any Serviced Whole Loan other than a Non-Serviced Mortgage Loan) or   
the Special Servicer (with respect to REO Properties other than a Non-Serviced  
Mortgaged Property) shall use its efforts consistent with the Servicing         
Standards to cause the Mortgagor to maintain (other than with respect to a      
Non-Serviced Mortgage Loan), to the extent required by the terms of the related 
Mortgage Loan documents all insurance coverage as is required under the related 
Mortgage Loan except to the extent that the failure of the related Mortgagor to 
do so is an Acceptable Insurance Default. If the Mortgagor does not so maintain 
such insurance coverage, subject to its recoverability determination with       
respect to any required Servicing Advance, the Master Servicer (with respect to 
the Mortgage Loans and any Serviced Whole Loan, and other than a Non-Serviced   
Mortgage Loan) or the Special Servicer (with respect to REO Properties other    
than a Non-Serviced Mortgaged Property) shall maintain all insurance coverage as
is required under the related Mortgage, but only in the event the Trustee has an
insurable interest therein and such insurance is available to the Master        
Servicer or the Special Servicer and, if available, can be obtained at          
commercially reasonable rates, as determined (with the consent of the Directing 
Certificateholder) by the Master Servicer (with respect to the Mortgage Loans   
and any Serviced Whole Loan, and other than a Non-Serviced Mortgage Loan) or the
Special Servicer (with respect to REO Properties other than a Non-Serviced      
Mortgaged Property) except to the extent that the failure of the related        
Mortgagor to do so is an Acceptable Insurance Default as determined by the      
Special Servicer; provided, however, that if any Mortgage permits the holder    
thereof to dictate to the Mortgagor the insurance coverage to be maintained on  
such Mortgaged Property, the Master Servicer or the Special Servicer, as        
applicable, shall impose such insurance requirements as are consistent with the 
Servicing Standards taking into account the insurance in place at the closing of
the Mortgage Loan, provided that, with respect to the immediately preceding     
proviso, the Master Servicer will be obligated to use efforts consistent with   
the Servicing Standards to cause the Mortgagor to maintain (or to itself        
maintain) insurance against property damage resulting from terrorist or similar 
acts unless the Mortgagor's failure is an Acceptable Insurance Default (as      
determined by the Special Servicer with the consent of the Directing            
Certificateholder) and only in the event the Trustee has an insurable interest  
therein and such insurance is available to the Master Servicer and, if          
available, can be obtained at commercially reasonable rates. The Master Servicer
will be entitled to rely on insurance consultants (at the Master Servicer's     
expense) in determining whether any insurance is available at commercially      
reasonable rates. Subject to Section 3.17(a) and the costs of such insurance    
being reimbursed or paid to the Special Servicer as provided in the next-to-last
sentence of this paragraph, the Special Servicer shall maintain for each REO    
Property (other than a Non-Serviced Mortgaged Property) no less insurance       
coverage than was previously required of the Mortgagor under the related        
Mortgage Loan and Companion Loan unless the Special Servicer, with Directing    
Certificateholder consent, determines that such insurance is not available at   
commercially reasonable rates, in which case the Master Servicer shall be       
entitled to conclusively rely on the Special Servicer's determination. All      
Insurance Policies maintained by the Master Servicer or the Special Servicer    
shall (i) contain a "standard" mortgagee clause, with loss payable to the Master
Servicer on behalf of the Trustee (in the case of insurance maintained in       
respect of Mortgage Loans and Companion Loans other than REO Properties) or to  
the Special Servicer on behalf of the Trustee (in the case of insurance         
maintained in respect of REO Properties), (ii) be in the name of the Trustee (in
the case of insurance maintained in respect of REO Properties), (iii) include   
coverage in an amount not less than the lesser of (x) the full replacement cost 
of the improvements securing Mortgaged Property or the REO Property, as         
applicable, or (y) the outstanding principal balance owing on the related       
Mortgage Loan, Companion Loan or REO Loan, as applicable, and in any event, the 
amount necessary to avoid the operation of any co-insurance provisions, (iv)    
include a replacement cost endorsement providing no deduction for depreciation  
(unless such endorsement is not permitted under the related Mortgage Loan       
documents), (v) be noncancellable without 30 days prior written notice to the   
insured party (except in the case of nonpayment, in which case such policy shall
not be cancelled without 10 days prior notice) and (vi) be issued by a Qualified
Insurer authorized under applicable law to issue such Insurance Policies. Any   
amounts collected by the Master Servicer or Special Servicer under any such     
Insurance Policies (other than amounts to be applied to the restoration or      
repair of the related Mortgaged Property or REO Property or amounts to be       
released to the related Mortgagor, in each case in accordance with the Servicing
Standards and the provisions of the related Mortgage Loan and Companion Loan)   
shall be deposited in the Certificate Account, subject to withdrawal pursuant to
Section 3.05(a). Any costs incurred by the Master Servicer in maintaining any   
such Insurance Policies in respect of Mortgage Loans and Companion Loans (other 
than REO Properties) (i) if the Mortgagor defaults on its obligation to do so,  
shall be advanced by the Master Servicer as a Servicing Advance (so long as such
Advance would not be a Nonrecoverable Advance and if such Advance would be a    
Nonrecoverable Advance then it shall instead be paid out of the Certificate     
Account) and will be charged to the related Mortgagor and (ii) shall not, for   
purposes of calculating monthly distributions to Certificateholders, be added to
the unpaid principal balance of the related Mortgage Loan and Companion Loan,   
notwithstanding that the terms of such Mortgage Loan or Companion Loan so       
permit. Any cost incurred by the Special Servicer in maintaining any such       
Insurance Policies with respect to REO Properties shall be an expense of the    
Trust payable out of the related REO Account pursuant to Section 3.16(c) or, if 
the amount on deposit therein is insufficient therefor, advanced by the Master  
Servicer as a Servicing Advance. The foregoing provisions of this paragraph     
shall apply to a Serviced Whole Loan as if it were a single "Mortgage Loan".    
Notwithstanding any provision to the contrary, the Master Servicer will not be  
required to maintain, and will not be in default for failing to obtain, any     
earthquake or environmental insurance on any Mortgaged Property unless such     
insurance was required at the time of origination of the related Mortgage Loan  
and is available at commercially reasonable rates.                              

         Notwithstanding the foregoing, with respect to the Mortgage Loans
(other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan that either  
(x) require the Mortgagor to maintain "all risk" property insurance (and do not 
expressly permit an exclusion for terrorism) or (y) contain provisions generally
requiring the applicable Mortgagor to maintain insurance in types and against   
such risks as the holder of such Mortgage Loan or a Serviced Whole Loan         
reasonably requires from time to time in order to protect its interests, the    
Master Servicer will be required to, consistent with the Servicing Standards,   
(A) actively monitor whether the insurance policies for the related Mortgaged   
Property contain Additional Exclusions, (B) request the Mortgagor to either     
purchase insurance against the risks specified in the Additional Exclusions or  
provide an explanation as to its reasons for failing to purchase such insurance 
and (C) notify the Special Servicer if it has knowledge that any insurance      
policy contains Additional Exclusions or if it has knowledge that any Mortgagor 
fails to purchase the insurance requested to be purchased by the Master Servicer
pursuant to clause (B) above. If the Special Servicer determines in accordance  
with the Servicing Standards that such failure is not an Acceptable Insurance   
Default, the Special Servicer shall notify the Master Servicer and the Master   
Servicer shall use efforts consistent with the Servicing Standards to cause such
insurance to be maintained. The Special Servicer (at the expense of the Trust)  
shall be entitled to rely on insurance consultants in making such               
determinations. Furthermore, the Special Servicer shall inform the Rating       
Agencies as to such conclusions for those Mortgage Loans that (i) have one of   
the ten (10) highest outstanding Stated Principal Balances of all of the        
Mortgage Loans then included in the Trust or (ii) comprise more than 5% of the  
outstanding Stated Principal Balance of the Mortgage Loans then included in the 
Trust. During the period that the Special Servicer is evaluating the            
availability of such insurance or waiting for a response from the Directing     
Certificateholder, neither the Master Servicer nor the Special Servicer will be 
liable for any loss related to its failure to require the Mortgagor to maintain 
such insurance and will not be in default of its obligations as a result of such
failure and the Master Servicer will not itself maintain such insurance or cause
such insurance to be maintained.                                                

           (b) (i) If the Master Servicer or the Special Servicer shall obtain
and maintain a blanket Insurance Policy with a Qualified Insurer insuring       
against fire and hazard losses on all of the Mortgage Loans, including a        
Serviced Whole Loan, or REO Properties (other than with respect to a            
Non-Serviced Mortgaged Property), as the case may be, required to be serviced   
and administered hereunder, then, to the extent such Insurance Policy provides  
protection equivalent to the individual policies otherwise required, the Master 
Servicer or the Special Servicer shall conclusively be deemed to have satisfied 
its obligation to cause fire and hazard insurance to be maintained on the       
related Mortgaged Properties or REO Properties. Such Insurance Policy may       
contain a deductible clause, in which case the Master Servicer or the Special   
Servicer shall, if there shall not have been maintained on the related Mortgaged
Property or REO Property a fire and hazard Insurance Policy complying with the  
requirements of Section 3.07(a), and there shall have been one or more losses   
which would have been covered by such Insurance Policy, promptly deposit into   
the Certificate Account from its own funds the amount of such loss or losses    
that would have been covered under the individual policy but are not covered    
under the blanket Insurance Policy because of such deductible clause to the     
extent that any such deductible exceeds the deductible limitation that pertained
to the related Mortgage Loan, including a Serviced Whole Loan, or in the absence
of such deductible limitation, the deductible limitation which is consistent    
with the Servicing Standards. In connection with its activities as administrator
and Master Servicer of the Mortgage Loans, the Master Servicer agrees to prepare
and present, on behalf of itself, the Trustee and Certificateholders, claims    
under any such blanket Insurance Policy in a timely fashion in accordance with  
the terms of such policy. The Special Servicer, to the extent consistent with   
the Servicing Standards, may maintain, earthquake insurance on REO Properties,  
provided coverage is available at commercially reasonable rates, the cost of    
which shall be a Servicing Advance.                                             

           (ii) If the Master Servicer or the Special Servicer shall cause any
Mortgaged Property or REO Property to be covered by a master single 
     interest or force-placed insurance policy with a Qualified Insurer naming
   the Master Servicer or the Special Servicer on behalf of the Trustee as
the loss payee, then to the extent such Insurance Policy provides   
    protection equivalent to the individual policies otherwise required, the
   Master Servicer or the Special Servicer shall conclusively be deemed to
     have satisfied its obligation to cause such insurance to be maintained on
 the related Mortgaged Properties and REO Properties. In the event the
      Master Servicer or the Special Servicer shall cause any Mortgaged Property
or REO Property to be covered by such master single interest or     
  force-placed insurance policy, the incremental costs of such insurance
   applicable to such Mortgaged Property or REO Property (i.e., other than
     any minimum or standby premium payable for such policy whether or not any
   Mortgaged Property or REO Property is covered thereby) shall be paid by
      the Master Servicer as a Servicing Advance. Such master single interest or
  force-placed policy may contain a deductible clause, in which case the
  Master Servicer or the Special Servicer shall, in the event that there
   shall not have been maintained on the related Mortgaged Property or REO
Property a policy otherwise complying with the provisions of Section
  3.07(a), and there shall have been one or more losses which would have
been covered by such policy had it been maintained, deposit into the
   Certificate Account from its own funds the amount not otherwise payable
   under the master single or force-placed interest policy because of such
 deductible clause, to the extent that any such deductible exceeds the
deductible limitation that pertained to the related Mortgage Loan,  
      including a Serviced Whole Loan, or, in the absence of any such deductible
limitation, the deductible limitation which is consistent with the  
Servicing Standards.                                                

      (c) Each of the Master Servicer and the Special Servicer shall
obtain and maintain at its own expense and keep in full force and effect        
throughout the term of this Agreement a blanket fidelity bond and an errors and 
omissions Insurance Policy with a Qualified Insurer covering the Master         
Servicer's and the Special Servicer's, as applicable, officers and employees    
acting on behalf of the Master Servicer and the Special Servicer in connection  
with its activities under this Agreement. Notwithstanding the foregoing, so long
as the long term debt or the deposit obligations or claims-paying ability of the
Master Servicer or the Special Servicer, as applicable, is rated at least "Baa3"
by Moody's and "A" by S&P, the Master Servicer or the Special Servicer, as      
applicable, shall be allowed to provide self-insurance with respect to a        
fidelity bond and an "errors and omissions" Insurance Policy. Such amount of    
coverage shall be in such form and amount as are consistent with the Servicing  
Standards. Coverage of the Master Servicer or the Special Servicer under a      
policy or bond obtained by an Affiliate of the Master Servicer or the Special   
Servicer and providing the coverage required by this Section 3.07(c) shall      
satisfy the requirements of this Section 3.07(c). The Special Servicer and the  
Master Servicer will promptly report in writing to the Trustee any material     
changes that may occur in their respective fidelity bonds, if any, and/or their 
respective errors and omissions Insurance Policies, as the case may be, and will
furnish to the Trustee copies of all binders and policies or certificates       
evidencing that such bonds, if any, and insurance policies are in full force and
effect. The Master Servicer and the Special Servicer shall each cause the       
Trustee to be an additional loss payee on any policy currently in place or      
procured pursuant to the requirements of this Section 3.07(c).                  

         (d) At the time the Master Servicer determines in accordance with
the Servicing Standards that any Mortgaged Property (other than a Non-Serviced  
Mortgaged Property) is in a federally designated special flood hazard area (and 
such flood insurance has been made available), the Master Servicer will use     
efforts consistent with the Servicing Standards to cause the related Mortgagor  
(in accordance with applicable law and the terms of the Mortgage Loan documents)
to maintain, and, if the related Mortgagor shall default in its obligation to so
maintain, shall itself maintain to the extent available at commercially         
reasonable rates (as determined by the Master Servicer in accordance with the   
Servicing Standards and to the extent the Trustee, as mortgagee, has an         
insurable interest therein), flood insurance in respect thereof, but only to the
extent the related Mortgage Loan or Companion Loan permits the mortgagee to     
require such coverage and the maintenance of such coverage is consistent with   
the Servicing Standards. Such flood insurance shall be in an amount equal to the
lesser of (i) the unpaid principal balance of the related Mortgage Loan or      
Companion Loan, and (ii) the maximum amount of insurance which is available     
under the National Flood Insurance Act of 1968, as amended. If the cost of any  
insurance described above is not borne by the Mortgagor, the Master Servicer    
shall promptly make a Servicing Advance for such costs.                         

      (e) During all such times as any REO Property (other than with
respect to a Non-Serviced Mortgaged Property) shall be located in a federally   
designated special flood hazard area, the Special Servicer will cause to be     
maintained, to the extent available at commercially reasonable rates (as        
determined by the Special Servicer in accordance with the Servicing Standards), 
a flood insurance policy meeting the requirements of the current guidelines of  
the Federal Insurance Administration in an amount representing coverage not less
than the maximum amount of insurance which is available under the National Flood
Insurance Act of 1968, as amended. The cost of any such flood insurance with    
respect to an REO Property shall be an expense of the Trust payable out of the  
related REO Account pursuant to Section 3.16(c) or, if the amount on deposit    
therein is insufficient therefor, paid by the Master Servicer as a Servicing    
Advance.                                                                        

   Section 3.08 Enforcement of Due-on-Sale Clauses; Assumption
Agreements. (a) As to each Mortgage Loan (other than a Non-Serviced Mortgage    
Loan) or Companion Loan which contains a provision in the nature of a           
"due-on-sale" clause, which by its terms:                                       

            (i) provides that such Mortgage Loan or Companion 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 equity 
interests in the Mortgagor or principals of the Mortgagor; or       

          (ii) provides that such Mortgage Loan or Companion Loan may not be
    assumed without the consent of the mortgagee in connection with any such
sale or other transfer,                                             

then, for so long as such Mortgage Loan or Companion Loan is being serviced     
under this Agreement, the Special Servicer or, with respect to all Non-Specially
Serviced Mortgage Loans, the Master Servicer, on behalf of the Trustee as the   
mortgagee of record, shall exercise (or waive its right to exercise) any right  
it may have with respect to such Mortgage Loan or Companion Loan (x) to         
accelerate the payments thereon or (y) to withhold its consent, provided that,  
(i) with respect to all Non-Specially Serviced Mortgage Loans, the Master       
Servicer has obtained the prior written consent of the Special Servicer, which  
consent shall be deemed given 15 Business Days after receipt (unless earlier    
objected to) by the Special Servicer from the Master Servicer of the Master     
Servicer's written analysis and recommendation with respect to such waiver or   
exercise of such right together with such other information reasonably required 
by the Special Servicer, (ii) with respect to all Specially Serviced Mortgage   
Loans and Non-Specially Serviced Mortgage Loans, the Special Servicer shall,    
prior to consenting to such a proposed action of the Master Servicer, obtain,   
and, prior to itself taking such an action, the Special Servicer shall obtain,  
the prior written consent of the Directing Certificateholder, which consent     
shall be deemed given 10 Business Days after receipt (unless earlier objected   
to) by the Directing Certificateholder of the Master Servicer's and/or Special  
Servicer's, as applicable, written analysis and recommendation with respect to  
such waiver together with such other information reasonably required by the     
Directing Certificateholder, and (iii) with respect to any Mortgage Loan,       
together with any other Mortgage Loans cross-collateralized with such Mortgage  
Loan, or together with all other Mortgage Loans with the same or an affiliated  
Mortgagor (x) with a Stated Principal Balance greater than or equal to          
$20,000,000, (y) with a Stated Principal Balance greater than 5% of the         
aggregate Stated Principal Balance of all the Mortgage Loans then outstanding or
(z) together with any other Mortgage Loans cross-collateralized with such       
Mortgage Loan, or together with all other Mortgage Loans with the same or an    
affiliated Mortgagor, is one of the ten largest of the then outstanding Mortgage
Loans, by Stated Principal Balance, the Master Servicer or the Special Servicer,
as applicable, shall not take such action unless it has obtained confirmation   
from each Rating Agency stating that none of the then-current rating or ratings 
of all outstanding Classes of the Certificates and, if applicable, of the       
Serviced Companion Loan Securities, would be qualified, downgraded or withdrawn 
by such Rating Agency, as a result of such waiver.                              

         If any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or
Companion Loan provides that such Mortgage Loan or Companion Loan may be assumed
or transferred without the consent of the mortgagee provided that certain       
conditions are satisfied, then for so long as such Mortgage Loan or Companion   
Loan is being serviced under this Agreement, the Special Servicer, with respect 
to all Specially Serviced Mortgage Loans (other than a Non-Serviced Mortgage    
Loan), on behalf of the Trustee as the mortgagee of record, shall determine in  
accordance with the Servicing Standards whether such conditions have been       
satisfied, or, with respect to any Non-Specially Serviced Mortgage Loan (other  
than a Non-Serviced Mortgage Loan) which does not allow the mortgagee discretion
in approving a transfer or assumption or does not allow for discretion in       
determining whether conditions to a transfer or assumption have been satisfied, 
the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make
such determination with respect to whether such conditions have been satisfied. 

        (b) As to each Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and Companion Loan which contains a provision in the nature of a          
"due-on-encumbrance" clause, which by its terms:                                

         (i) provides that such Mortgage Loan and Companion 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 equity interests in the Mortgagor or principals of 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;                                                           

then, for so long as such Mortgage Loan and Companion Loan are serviced under   
this Agreement, the Special Servicer or, with respect to all Non-Specially      
Serviced Mortgage Loans, the Master Servicer, on behalf of the Trustee as the   
mortgagee of record, shall exercise (or waive its right to exercise) any right  
it may have with respect to such Mortgage Loan or Companion Loan (x) to         
accelerate the payments thereon or (y) to withhold its consent, provided that,  
(i) (a) with respect to all Non-Specially Serviced Mortgage Loans, the Master   
Servicer has made a recommendation and obtained the prior written consent of the
Special Servicer, which consent shall be deemed given ten (10) Business Days    
after receipt (unless earlier objected to) by the Special Servicer from the     
Master Servicer of the Master Servicer's written analysis and recommendation    
with respect to such waiver or exercise of such right together with such other  
information reasonably required by the Special Servicer and (b) the Master      
Servicer or the Special Servicer, as the case may be, has obtained (i) the prior
written consent of the Directing Certificateholder, which consent shall be      
deemed given 10 Business Days after receipt by the Directing Certificateholder  
of the Master Servicer's and/or Special Servicer's, as applicable, written      
analysis and recommendation with respect to such waiver together with such other
information reasonably required by the Directing Certificateholder, and (ii)    
from each Rating Agency a confirmation that such waiver would not result in the 
downgrade, withdrawal or qualification of the then-current ratings on any Class 
of outstanding Certificates or any class of the Serviced Companion Loan         
Securities if such Mortgage Loan (1) (together with any other Mortgage Loans    
cross-collateralized with such Mortgage Loan, or together with all other        
Mortgage Loans with the same or an affiliated Mortgagor) has an outstanding     
principal balance that is greater than or equal to 2% of the Stated Principal   
Balance of the outstanding Mortgage Loans or (2) has an LTV Ratio (including    
existing and proposed debt) greater than 85% (including any proposed debt) or   
(3) a Debt Service Coverage Ratio less than 1.20x (in each case, determined     
based upon the aggregate of the Stated Principal Balance of the Mortgage Loan   
and the principal amount of the proposed additional loan) or (4) together with  
any other Mortgage Loans cross-collateralized with such Mortgage Loan, or       
together with all other Mortgage Loans with the same or an affiliated Mortgagor,
is one of the ten (10) largest Mortgage Loans (by Stated Principal Balance) or  
(5) together with any other Mortgage Loans cross-collateralized with such       
Mortgage Loan, or together with all other Mortgage Loans with the same or an    
affiliated Mortgagor, has a Stated Principal Balance over $20,000,000.          

          If any Mortgage Loan or Companion Loan provides that such Mortgage
Loan or Companion Loan may be further encumbered without the consent of the     
mortgagee provided that certain conditions are satisfied and there is no lender 
discretion with respect to the satisfaction of such conditions, then for so long
as such Mortgage Loan or Companion Loan is being serviced under this Agreement, 
the Special Servicer, with respect to all Specially Serviced Mortgage Loans     
(other than a Non-Serviced Mortgage Loan), on behalf of the Trustee as the      
mortgagee of record, shall determine whether such conditions have been          
satisfied, or, with respect to all Non-Specially Serviced Mortgage Loans (other 
than a Non-Serviced Mortgage Loan) which do not allow the mortgagee discretion  
in determining whether conditions are satisfied, the Master Servicer, on behalf 
of the Trustee as mortgagee of record, shall make such determination with       
respect to whether such conditions have been satisfied.                         

         (c) Nothing in this Section 3.08 shall constitute a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any assumption
of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property
or the creation of any additional lien or other encumbrance with respect to such
Mortgaged Property.                                                             

           (d) Except as otherwise permitted by Sections 3.20 and 3.08(a), (b)
and (e), neither the Master Servicer nor the Special Servicer shall agree to    
modify, waive or amend any term of any Mortgage Loan in connection with the     
taking of, or the failure to take, any action pursuant to this Section 3.08. The
Master Servicer and the Special Servicer shall each provide copies of any       
waivers it effects pursuant to Section 3.08(a) or (b) to the other and each     
Rating Agency with respect to each Mortgage Loan. To the extent not previously  
provided, the Master Servicer shall provide copies of any waivers it effects    
pursuant to Section 3.08(a) or (b) to the Special Servicer and each Rating      
Agency with respect to each Mortgage Loan.                                      

        (e) Notwithstanding any other provisions of this Section 3.08 or
Section 3.20, the Master Servicer may with respect to Non-Specially Serviced    
Mortgage Loans, without any Directing Certificateholder approval, Rating Agency 
confirmation or Special Servicer approval (provided the Master Servicer delivers
notice thereof to the Special Servicer after completion (and the Special        
Servicer shall deliver such notice to the Directing Certificateholder), except  
to the extent that the Special Servicer or the Directing Certificateholder, as  
the case may be, notifies the Master Servicer that such party does not desire to
receive copies of such items), (i) grant waivers of non-material covenant       
defaults (other than financial covenants), including late financial statements; 
(ii) consent to releases of non-material, non-income producing parcels of a     
Mortgaged Property that do not materially affect the use or value of the        
Mortgaged Property or the ability of the related Mortgagor to pay amounts due in
respect of the Mortgage Loan as and when due provided such releases are required
by the related Mortgage Loan documents; (iii) approve or consent to grants of   
easements or rights of way for utilities, access, parking, public improvements  
or another purpose or subordinations of the lien of Mortgage Loans to easements 
that do not materially affect the use or value of a Mortgaged Property or a     
Mortgagor's ability to make any payments with respect to the related Mortgage   
Loan; (iv) grant other routine approvals, including the granting of             
subordination, non-disturbance and attornment agreements and leasing consents   
that affect less than the lesser of (a) 25% of the net rentable area of the     
Mortgaged Property or (b) 30,000 square feet; (v) consents to actions related to
condemnation of non-material, non-income producing parcels of the Mortgaged     
Property that do not materially affect the use or value of the Mortgaged        
Property or the ability of the related Mortgagor to pay amounts due in respect  
of the Mortgage Loan or Companion Loan as and when due; (vi) consents to a      
change in property management relating to any Mortgage Loan or Companion Loan   
with respect to Mortgage Loans or Companion Loans with an outstanding principal 
balance of less than $5,000,000; and (vii) approve of annual operating budgets; 
provided that any such modification, waiver or amendment (w) would not in any   
way affect a payment term of the Certificates, (x) would not constitute a       
"significant modification" of such Mortgage Loan or Companion Loan pursuant to  
Treasury Regulations Section 1.860G-2(b) and would not otherwise cause either   
the Upper-Tier REMIC or Lower-Tier REMIC to fail to qualify as a REMIC for      
federal income tax purposes, (y) agreeing to such modification, waiver or       
amendment would be consistent with the Servicing Standards, and (z) agreeing to 
such modification, waiver or amendment shall not violate the terms, provisions  
or limitations of this Agreement or any Intercreditor Agreement. The foregoing  
is intended to be an itemization of actions the Master Servicer may take without
having to obtain the approval of any other party and is not intended to limit   
the responsibilities of the Master Servicer hereunder.                          

      (f) Notwithstanding any other provision of this Agreement, the
Master Servicer may not waive its rights or grant its consent under any         
"due-on-sale" or "due-on-encumbrance" clause without the consent of the Special 
Servicer and the Special Servicer may not waive its rights or grant its consent 
under any "due-on-sale" or "due-on-encumbrance" clause relating to a            
Non-Specially Serviced Mortgage Loan or relating to any Specially Serviced      
Mortgage Loan without the consent of the Directing Certificateholder. The       
Directing Certificateholder shall have 10 Business Days after receipt of notice 
along with the Master Servicer's or Special Servicer's recommendation and       
analysis with respect to such waiver and any additional information the         
Directing Certificateholder may reasonably request from the Special Servicer of 
a proposed waiver or consent under any "due on sale" or "due on encumbrance"    
clause in which to grant or withhold its consent (provided that if the Special  
Servicer fails to receive a response to such notice from the Directing          
Certificateholder in writing within such period, then the Directing             
Certificateholder shall be deemed to have consented to such proposed waiver or  
consent).                                                                       

          (g) Notwithstanding the foregoing provisions of this Section 3.08,
if the Master Servicer (with respect to Non-Specially Serviced Mortgage Loans)  
or Special Servicer (with respect to Specially Serviced Mortgage Loans) makes a 
determination under Sections 3.08(a) or 3.08(b) hereof that the applicable      
conditions in the related Mortgage Loan or Companion Loan documents, as         
applicable, with respect to assumptions or encumbrances permitted without the   
consent of the mortgagee have been satisfied, the applicable assumptions and    
transfers may be subject to an assumption or other fee, unless such fees are    
otherwise prohibited pursuant to the Mortgage Loan or Companion Loan documents, 
as applicable; provided that any such fee not provided for in the Mortgage Loan 
documents does not constitute a "significant" change in yield pursuant to       
Treasury Regulations Section 1.1001-3(e)(2).                                    

       Section 3.09 Realization Upon Defaulted Mortgage Loans. (a) The
Special Servicer shall, subject to subsections (b) through (d) of this Section  
3.09 and Section 3.29, exercise reasonable efforts, consistent with the         
Servicing Standards, to foreclose upon or otherwise comparably convert (which   
may include an REO Acquisition) the ownership of property securing such Mortgage
Loans (other than a Non-Serviced Mortgage Loan) or Companion Loans, as come into
and continue in default as to which no satisfactory arrangements can be made for
collection of delinquent payments, and which are not released from the Trust    
Fund pursuant to any other provision hereof. The foregoing is subject to the    
provision that, in any case in which a Mortgaged Property shall have suffered   
damage from an Uninsured Cause, the Master Servicer or Special Servicer shall   
not be required to make a Servicing Advance and expend funds toward the         
restoration of such property unless the Special Servicer has determined in its  
reasonable discretion that such restoration will increase the net proceeds of   
liquidation of such Mortgaged Property to Certificateholders after reimbursement
to the Master Servicer for such Servicing Advance, and the Master Servicer or   
Special Servicer has not determined that such Servicing Advance together with   
accrued and unpaid interest thereon would constitute a Nonrecoverable Advance.  
The costs and expenses incurred by the Special Servicer in any such proceedings 
shall be advanced by the Master Servicer, provided that, in each case, such cost
or expense would not, if incurred, constitute a Nonrecoverable Servicing        
Advance. Nothing contained in this Section 3.09 shall be construed so as to     
require the Master Servicer or the Special Servicer, on behalf of the Trust, to 
make a bid on any Mortgaged Property at a foreclosure sale or similar proceeding
that is in excess of the fair market value of such property, as determined by   
the Master Servicer or the Special Servicer in its reasonable judgment taking   
into account the factors described in Section 3.18(b) and the results of any    
Appraisal obtained pursuant to the following sentence, all such bids to be made 
in a manner consistent with the Servicing Standards. If and when the Special    
Servicer or the Master Servicer deems it necessary and prudent for purposes of  
establishing the fair market value of any Mortgaged Property securing a         
Defaulted Mortgage Loan or defaulted Companion Loan, whether for purposes of    
bidding at foreclosure or otherwise, the Special Servicer or the Master         
Servicer, as the case may be, is authorized to have an Appraisal performed with 
respect to such property by an Independent MAI-designated appraiser the cost of 
which shall be paid by the Master Servicer as a Servicing Advance.              

        (b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 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 obtained an Opinion of Counsel
  (the cost of which shall be paid by the Master Servicer as a Servicing
    Advance) to the effect that the holding of such personal property by the
 Trust Fund (to the extent not allocable to a Companion Loan) will not
   cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier
 REMIC under the REMIC Provisions or cause the Upper-Tier REMIC or the
Lower-Tier REMIC to fail to qualify as a REMIC at any time that any 
Uncertificated Lower-Tier Interest or Certificate is outstanding.   

         (c) Notwithstanding the foregoing provisions of this Section 3.09
and Section 3.29, neither the Master Servicer nor the Special Servicer shall, on
behalf of the Trustee, obtain title to a Mortgaged Property in lieu of          
foreclosure or otherwise, or take any other action with respect to any Mortgaged
Property, if, as a result of any such action, the Trustee, on behalf of the     
Certificateholders and/or any related Companion Holder(s), 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       
comparable law, unless (as evidenced by an Officer's Certificate to such effect 
delivered to the Trustee) the Special Servicer has previously determined in     
accordance with the Servicing Standards, based on an Environmental Assessment of
such Mortgaged Property performed by an Independent Person who regularly        
conducts Environmental Assessments and performed within six months prior to any 
such acquisition of title or other action, that:                                

   (i) the Mortgaged Property is in compliance with applicable
      environmental laws and regulations or, if not, 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, for such purposes taking into account
   any insurance coverage provided pursuant to any environmental insurance
     polices in effect and obtained on behalf of the Mortgagee with respect to
the related Mortgaged Property; and                                 

    (ii) there are no circumstances or conditions present at the
Mortgaged Property relating to the use, management or disposal of   
Hazardous Materials for which investigation, testing, monitoring,   
containment, clean-up or remediation could be required under any    
      applicable environmental laws and regulations or, if such circumstances or
    conditions are present for which any such action could be required, that
     taking such actions with respect to such Mortgaged Property is reasonably
      likely to produce a greater recovery on a net present value basis than not
taking such actions.                                                

          The cost of any such Environmental Assessment shall be paid by the
Master Servicer as a Servicing Advance and the cost of any remedial, corrective 
or other further action contemplated by clause (i) and/or clause (ii) of the    
preceding sentence shall be paid by the Master Servicer as a Servicing Advance, 
unless it is a Nonrecoverable Servicing Advance (in which case it shall be an   
expense of the Trust Fund and, in the case of a Serviced Whole Loan, shall be   
withdrawn in accordance with the related Intercreditor Agreement by the Master  
Servicer from the Certificate Account, including from the sub-account relating  
to a related Serviced Companion Note (such withdrawal to be made from amounts on
deposit therein that are otherwise payable on or allocable to such Serviced     
Note)); and if any such Environmental Assessment so warrants, the Special       
Servicer shall (except with respect to any Companion Loan and any Environmental 
Assessment ordered after the related Serviced Mortgage Loan has been paid in    
full), at the expense of the Trust Fund, perform such additional environmental  
testing as it deems necessary and prudent to determine whether the conditions   
described in clauses (i) and (ii) of the preceding sentence have been satisfied.
With respect to Non-Specially Serviced Mortgage Loans (other than with respect  
to the Non-Serviced Mortgage Loans), the Master Servicer and, with respect to   
Specially Serviced Mortgage Loans, the Special Servicer (other than the         
Non-Serviced Mortgage Loans) shall review and be familiar with the terms and    
conditions relating to enforcing claims and shall monitor the dates by which any
claim or action must be taken (including delivering any notices to the insurer  
and using reasonable efforts to perform any actions required under such policy) 
under each environmental insurance policy in effect and obtained on behalf of   
the mortgagee to receive the maximum proceeds available under such policy for   
the benefit of the Certificateholders and the Trustee (as holder of the         
Uncertificated Lower-Tier Interests).                                           

           (d) If (i) the environmental testing contemplated by subsection (c)
above establishes that either of the conditions set forth in clauses (i) and    
(ii) of the first sentence thereof has not been satisfied with respect to any   
Mortgaged Property securing a Defaulted Mortgage Loan and any related Companion 
Loan(s) and (ii) there has been no breach of any of the representations and     
warranties set forth in or required to be made pursuant to Section 6 of each of 
the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan    
Seller could be required to repurchase such Defaulted Mortgage Loan pursuant to 
Section 6 of the applicable Mortgage Loan Purchase Agreement, then the Special  
Servicer shall take such action as it deems to be in the best economic interest 
of the Trust Fund (other than proceeding to acquire title to the Mortgaged      
Property) and is hereby authorized (with the consent of the Directing           
Certificateholder) at such time as it deems appropriate to release such         
Mortgaged Property from the lien of the related Mortgage, provided that, if such
Mortgage Loan has a then outstanding principal balance of greater than          
$1,000,000, then prior to the release of the related Mortgaged Property from the
lien of the related Mortgage, (i) the Special Servicer shall have notified the  
Rating Agencies, the Trustee, the Paying Agent, the Master Servicer and the     
Directing Certificateholder in writing of its intention to so release such      
Mortgaged Property and the bases for such intention, (ii) the Paying Agent shall
have notified the Certificateholders in writing of the Special Servicer's       
intention to so release such Mortgaged Property, (iii) the Holders of           
Certificates entitled to a majority of the Voting Rights shall have consented to
such release within 30 days of the Paying Agent's distributing such notice      
(failure to respond by the end of such 30-day period being deemed consent), and 
(iv) the Special Servicer shall have received written confirmation from each    
Rating Agency that such release will not cause the downgrade, withdrawal or     
qualification of any of the then-current ratings of any Class of Certificates or
class of Serviced Companion Loan Securities. To the extent any fee charged by   
each Rating Agency in connection with rendering such written confirmation is not
paid by the related Mortgagor, such fee is to be an expense of the Trust;       
provided that the Master Servicer or Special Servicer, as applicable, shall use 
commercially reasonable efforts to collect such fee from the Mortgagor to the   
extent permitted under the related Mortgage Loan documents.                     

            (e) The Special Servicer shall provide written reports and a copy of
any Environmental Assessments to the Trustee, the Paying Agent, the Directing   
Certificateholder, each Rating Agency and the Master Servicer monthly regarding 
any actions taken by the Special Servicer with respect to any Mortgaged Property
securing a Defaulted Mortgage Loan or defaulted Companion Loan as to which the  
environmental testing contemplated in subsection (c) above has revealed that    
either of the conditions set forth in clauses (i) and (ii) of the first sentence
thereof has not been satisfied, in each case until the earlier to occur of      
satisfaction of both such conditions, repurchase of the related Mortgage Loan by
the applicable Mortgage Loan Seller or release of the lien of the related       
Mortgage on such Mortgaged Property. The Paying Agent shall forward, or cause to
be forwarded all such reports to each Rating Agency and the Certificateholders  
upon request.                                                                   

        (f) The Special Servicer shall notify the Master Servicer of any
abandoned and/or foreclosed properties which require reporting to the Internal  
Revenue Service and shall provide the Master Servicer with all information      
regarding forgiveness of indebtedness and required to be reported with respect  
to any Mortgage Loan or Companion Loan which is abandoned or foreclosed and the 
Master Servicer shall report to the Internal Revenue Service and the related    
Mortgagor, in the manner required by applicable law, such information and the   
Master Servicer shall report, via Form 1099C (or any successor form), all       
forgiveness of indebtedness to the extent such information has been provided to 
the Master Servicer by the Special Servicer. Upon request, the Master Servicer  
shall deliver a copy of any such report to the Trustee and the Paying Agent.    

      (g) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standards, the advisability of the maintenance of 
an action to obtain a deficiency judgment if the state in which the Mortgaged   
Property is located and the terms of the Mortgage Loan and applicable Companion 
Loan permit such an action.                                                     

          (h) The Special Servicer shall maintain accurate records, prepared
by one of its Servicing Officers, of each Final Recovery Determination in       
respect of a Defaulted Mortgage Loan, defaulted Companion Loan or REO Property  
(other than with respect to a Non-Serviced Mortgage Loan) and the basis thereof.
Each Final Recovery Determination shall be evidenced by an Officer's Certificate
promptly delivered to the Trustee, the Paying Agent, the Directing              
Certificateholder and the Master Servicer and in no event later than the next   
succeeding P&I Advance Determination Date.                                      

         Section 3.10 Trustee to Cooperate; Release of Mortgage Files. (a)
Upon the payment in full of any Mortgage Loan (other than a Non-Serviced        
Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer,  
as the case may be, of a notification that payment in full shall be escrowed in 
a manner customary for such purposes, the Master Servicer or Special Servicer,  
as the case may be, will promptly notify the Trustee and request delivery of the
related Mortgage File. Any such notice and request shall be in the form of a    
Request for Release signed by a Servicing Officer and 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      
pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such   
deposit, have been or will be so deposited. Within seven Business Days (or      
within such shorter period as release can reasonably be accomplished if the     
Master Servicer or the Special Servicer notifies the Trustee of an exigency) of 
receipt of such notice and request, the Trustee shall release, or cause any     
related Custodian to release, the related Mortgage File to the Master Servicer  
or Special Servicer, as the case may be, provided, however, that in the case of 
the payment in full of a Serviced Whole Loan, the Mortgage Loan File with       
respect to the related Serviced Whole Loan shall not be released by the Trustee 
(and the Master Servicer or Special Servicer shall not request such release)    
unless such Mortgage Loan that is paid in full is the sole remaining portion of 
such Serviced Whole Loan in the Trust Fund. No expenses incurred in connection  
with any instrument of satisfaction or deed of reconveyance shall be chargeable 
to the Certificate Account.                                                     

            (b) From time to time as is appropriate for servicing or foreclosure
of any Mortgage Loan (other than a Non-Serviced Mortgage Loan)(and any related  
Companion Loan), the Master Servicer or the Special Servicer shall deliver to   
the Trustee a Request for Release signed by a Servicing Officer. Upon receipt of
the foregoing, the Trustee shall deliver or cause the related Custodian to      
deliver, the Mortgage File or any document therein to the Master Servicer or the
Special Servicer (or a designee), as the case may be. Upon return of such       
Mortgage File or such document to the Trustee or the related Custodian, or the  
delivery to the Trustee of a certificate of a Servicing Officer of the Master   
Servicer or the Special Servicer, as the case may be, stating that such Mortgage
Loan was liquidated and that all amounts received or to be received in          
connection with such liquidation which are required to be deposited into the    
Certificate Account pursuant to Section 3.04(a) have been or will be so         
deposited, or that such Mortgage Loan has become an REO Property, a copy of the 
Request for Release shall be released by the Trustee to the Master Servicer or  
the Special Servicer (or a designee), as the case may be, with the original     
being released upon termination of the Trust.                                   

        (c) Within seven Business Days (or within such shorter period as
delivery can reasonably be accomplished if the Special Servicer notifies the    
Trustee of an exigency) of receipt thereof, the Trustee shall execute and       
deliver to the Special Servicer any court pleadings, requests for trustee's sale
or other documents necessary to the foreclosure or trustee's sale in respect of 
a Mortgaged Property or to any legal action brought to obtain judgment against  
any Mortgagor on the Mortgage Note (including any note evidencing the related   
Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce   
any other remedies or rights provided by the Mortgage Note or Mortgage or       
otherwise available at law or in equity. The Special Servicer shall be          
responsible for the preparation of all such documents and pleadings. When       
submitted to the Trustee for signature, such documents or pleadings shall be    
accompanied by a certificate of a Servicing Officer requesting that such        
pleadings or documents be executed by the Trustee and certifying as to the      
reason such documents or pleadings are required and that the execution and      
delivery thereof by the Trustee will not invalidate or otherwise affect the lien
of the Mortgage, except for the termination of such a lien upon completion of   
the foreclosure or trustee's sale.                                              

          (d) If, from time to time, pursuant to the terms of the applicable
Non-Serviced Intercreditor Agreement and the applicable Non-Serviced Pooling    
Agreement, and as appropriate for enforcing the terms of a Non-Serviced Mortgage
Loan, the applicable Non-Serviced Master Servicer requests delivery to it of the
original Mortgage Note for a Non-Serviced Mortgage Loan, then the Trustee shall 
release or cause the release of such original Mortgage Note to such Non-Serviced
Master Servicer or its designee.                                                

        Section 3.11 Servicing Compensation. (a) As compensation for its
activities hereunder, the Master Servicer shall be entitled to receive the      
Servicing Fee with respect to each Mortgage Loan, each Companion Loan and REO   
Loan (including Specially Serviced Mortgage Loans). As to each Mortgage Loan,   
Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at
the Servicing Fee Rate and shall be computed on the basis of the Stated         
Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case
may be, and in the same manner as interest is calculated on such Mortgage Loan, 
Companion Loan or REO Loan, as the case may be, and, in connection with any     
partial month interest payment, for the same period respecting which any related
interest payment due on such Mortgage Loan or Companion Loan or deemed to be due
on such REO Loan is computed. The Servicing Fee with respect to any Mortgage    
Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event   
occurs in respect thereof, except that if such asset is part of a Serviced Whole
Loan and the Serviced Whole Loan continues to be serviced and administered under
this Agreement notwithstanding such Liquidation Event, then the applicable      
Servicing Fee shall continue to accrue and be payable as if such Liquidation    
Event did not occur. The Servicing Fee shall be payable monthly, on a           
loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion  
Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise  
provided by Section 3.05(a). The Master Servicer shall be entitled to recover   
unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO    
Loan out of that portion of related payments, Insurance and Condemnation        
Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan)    
allocable as recoveries of interest, to the extent permitted by Section 3.05(a).
The right to receive the Servicing Fee may not be transferred in whole or in    
part (except in connection with a transfer of all of the Master Servicer's      
duties and obligations hereunder to a successor servicer in accordance with the 
terms hereof).                                                                  

         The Master Servicer shall be entitled to retain, and shall not be
required to deposit in the Certificate Account pursuant to Section 3.04(a),     
additional servicing compensation (other than with respect to the Non-Serviced  
Mortgage Loan) in the form of (i) 100% of modification, waiver and consent fees 
pursuant to Section 3.08(e), provided the consent of the Special Servicer is not
required to take such action and, in the event that the Special Servicer's      
consent is required, then the Master Servicer shall be entitled to 50% of such  
fees, (ii)(A) 100% of all defeasance fees and all application fees received on  
Non-Specially Serviced Mortgage Loans and (B) 100% of all extension fees        
received on Non-Specially Serviced Mortgage Loans, provided the consent of the  
Special Servicer is not required to take such action and, in the event that the 
Special Servicer's consent is required, then the Master Servicer shall be       
entitled to 50% of such fees and (iii) 50% of all assumption, waiver and consent
fees pursuant to Section 3.08(a) and Section 3.08(b) on the Non-Specially       
Serviced Mortgage Loans, to the extent that such fees are paid by the Mortgagor 
and for which the Special Servicer's consent or approval is required on the     
Non-Specially Serviced Mortgage Loans (other than with respect to the           
Non-Serviced Mortgage Loan) and only to the extent that all amounts then due and
payable with respect to the related Mortgage Loan have been paid. In addition,  
the Master Servicer shall be entitled to retain as additional servicing         
compensation (other than with respect to the Non-Serviced Mortgage Loan) any    
charges for processing Mortgagor requests, beneficiary statements or demands,   
reasonable and customary consent fees, fees in connection with defeasance, if   
any, and other customary charges, and amounts collected for checks returned for 
insufficient funds, in each case only to the extent actually paid by the related
Mortgagor and shall not be required to deposit such amounts in the Certificate  
Account or the Companion Distribution Account pursuant to Section 3.04(a).      
Subject to Section 3.11(d), the Master Servicer shall also be entitled to       
additional servicing compensation in the form of: (i) Penalty Charges to the    
extent provided in Section 3.11(d), (ii) interest or other income earned on     
deposits relating to the Trust Fund in the Certificate Account or the Companion 
Distribution Account in accordance with Section 3.06(b) (but only to the extent 
of the Net Investment Earnings, if any, with respect to such account for the    
period from and including the prior Distribution Date to and including the P&I  
Advance Date related to such Distribution Date), (iii) interest or other income 
earned on deposits in the Servicing Account which are not required by applicable
law or the related Mortgage Loan to be paid to the Mortgagor and (iv) the       
difference, if positive, between Prepayment Interest Excess and Prepayment      
Shortfalls collected on the Mortgage Loans during the related Due Period to the 
extent not required to be paid as Compensating Interest Payments. The Master    
Servicer shall be required to pay out of its own funds all expenses incurred by 
it in connection with its servicing activities hereunder (including, without    
limitation, payment of any amounts due and owing to any of its Sub-Servicers and
the premiums for any blanket Insurance Policy insuring against hazard losses    
pursuant to Section 3.07), if and to the extent such expenses are not payable   
directly out of the Certificate Account and the Master Servicer shall not be    
entitled to reimbursement therefor except as expressly provided in this         
Agreement.                                                                      

     (b) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to 
each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced   
Mortgage Loan and any successor REO Loan). As to each Specially Serviced        
Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time to 
time at the Special Servicing Fee Rate and shall be computed on the basis of the
Stated Principal Balance of such Specially Serviced Mortgage Loan or REO Loan,  
as the case may be, and in the same manner as interest is calculated on the     
Specially Serviced Mortgage Loans or REO Loans, as the case may be, and, in     
connection with any partial month interest payment, for the same period         
respecting which any related interest payment due on such Specially Serviced    
Mortgage Loan or deemed to be due on such REO Loan is computed. The Special     
Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan  
shall cease to accrue if a Liquidation Event occurs in respect thereof. The     
Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in     
accordance with the provisions of Section 3.05(a). The right to receive the     
Special Servicing Fee may not be transferred in whole or in part except in      
connection with the transfer of all of the Special Servicer's responsibilities  
and obligations under this Agreement. The Special Servicer shall not be entitled
to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.     

            (c) Additional servicing compensation in the form of (i) 100% of all
fees with respect to application, assumption, extension, modification, waiver,  
consent, earnout and all defeasance fees, in each case, received on any         
Specially Serviced Mortgage Loans (other than a Non-Serviced Mortgage Loan and  
any successor REO Loan) to the extent such fees are paid by the Mortgagor and   
(ii) 50% of all assumption, waiver and consent fees pursuant to Section 3.08(a) 
and 3.08(b) or 3.20 and 50% of all earnout and extension fees received with     
respect to all Non-Specially Serviced Mortgage Loans and, in all cases, for     
which the Special Servicer's consent or approval is required, shall be promptly 
paid to the Special Servicer by the Master Servicer to the extent such fees are 
paid by the Mortgagor and shall not be required to be deposited in the          
Certificate Account pursuant to Section 3.04(a). Subject to Section 3.11(d), the
Special Servicer shall also be entitled to additional servicing compensation in 
the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and  
(ii) interest or other income earned on deposits relating to the Trust Fund in  
the REO Account in accordance with Section 3.06(b) (but only to the extent of   
the Net Investment Earnings, if any, with respect to such account for the period
from and including the prior Distribution Date to and including the P&I Advance 
Date related to such Distribution Date). The Special Servicer shall also be     
entitled to additional servicing compensation in the form of a Workout Fee with 
respect to each Corrected Mortgage Loan at the Workout Fee Rate on such         
Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The
Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable
if such loan again becomes a Specially Serviced Mortgage Loan; provided that a  
new Workout Fee will become payable if and when such Specially Serviced Mortgage
Loan again becomes a Corrected Mortgage Loan. The Special Servicer shall not be 
entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the
Special Servicer is terminated (other than for cause) or resigns, it shall      
retain the right to receive any and all Workout Fees payable in respect of      
Mortgage Loans or Companion Loans that became Corrected Mortgage Loans prior to 
the time of that termination or resignation except the Workout Fees will no     
longer be payable if the Corrected Mortgage Loan subsequently becomes a         
Specially Serviced Mortgage Loan. If the Special Servicer resigns or is         
terminated (other than for cause), it will receive any Workout Fees payable on  
Specially Serviced Mortgage Loans for which the resigning or terminated Special 
Servicer had cured the event of default through a modification, restructuring or
workout negotiated by the Special Servicer and evidenced by a signed writing,   
but which had not as of the time the Special Servicer resigned or was terminated
become a Corrected Mortgage Loan solely because the Mortgagor had not had       
sufficient time to make three consecutive timely Monthly Payments and which     
subsequently becomes a Corrected Mortgage Loan as a result of the Mortgagor     
making such three consecutive timely Monthly Payments. The successor Special    
Servicer will not be entitled to any portion of such Workout Fees. The Special  
Servicer will not be entitled to receive any Workout Fees after termination for 
cause. A Liquidation Fee will be payable with respect to each Specially Serviced
Mortgage Loan (other than a Non-Serviced Mortgage Loan) or REO Property as to   
which the Special Servicer receives any Liquidation Proceeds or Insurance and   
Condemnation Proceeds subject to the exceptions set forth in the definition of  
Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation        
Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation        
Proceeds or Insurance and Condemnation Proceeds are received with respect to any
Corrected Mortgage Loan and the Special Servicer is properly entitled to a      
Workout Fee, such Workout Fee will be payable based on and out of the portion of
such Liquidation Proceeds and Insurance and Condemnation Proceeds that          
constitute principal and/or interest on such Mortgage Loan. Notwithstanding     
anything herein to the contrary, the Special Servicer shall only be entitled to 
receive a Liquidation Fee or a Workout Fee, but not both, with respect to       
proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to   
any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees,
if any, will be computed as provided in the related Intercreditor Agreement or  
to the extent such Intercreditor Agreement is silent, as provided herein as     
though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the
Special Servicer will also be entitled to additional fees in the form of Penalty
Charges to the extent provided in subsection (d). The Special Servicer shall be 
required to pay out of its own funds all expenses incurred by it in connection  
with its servicing activities hereunder (including, without limitation, payment 
of any amounts, other than management fees in respect of REO Properties, due and
owing to any of its Sub-Servicers and the premiums for any blanket Insurance    
Policy obtained by it insuring against hazard losses pursuant to Section 3.07), 
if and to the extent such expenses are not expressly payable directly out of the
Certificate Account or the REO Account, and the Special Servicer shall not be   
entitled to reimbursement therefor except as expressly provided in this         
Agreement.                                                                      

     (d) In determining the compensation of the Master Servicer or
Special Servicer, as applicable, with respect to Penalty Charges, on any        
Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan 
(other than a Non-Serviced Mortgage Loan) since the prior Distribution Date     
shall be applied (in such order) to reimburse (i) the Master Servicer, the      
Special Servicer or the Trustee for interest on Advances on such Mortgage Loan  
(and, in connection with a Non-Serviced Mortgage Loan, the applicable           
Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer, the 
applicable Non-Serviced Paying Agent or the applicable Non-Serviced Trustee for 
interest on the Servicing Advances made by any such party with respect to a     
Non-Serviced Whole Loan pursuant to the applicable Non-Serviced Pooling         
Agreement, to the extent so provided in the applicable Non-Serviced             
Intercreditor Agreement) due on such Distribution Date, (ii) the Trust Fund for 
all interest on Advances previously paid to the Master Servicer or the Trustee  
pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced  
Mortgage Loan, the applicable Non-Serviced Trust for all interest on Servicing  
Advances reimbursed by such Non-Serviced Trust to any party under the applicable
Non-Serviced Pooling Agreement, which resulted in an additional trust fund      
expense for the Non-Serviced Trust, to the extent so provided in the applicable 
Non-Serviced Intercreditor Agreement) with respect to such Mortgage Loan and    
(iii) the Trust Fund for costs of all additional Trust Fund expenses (other than
Special Servicing Fees, Workout Fees and Liquidation Fees), including without   
limitation, inspections by the Special Servicer and all unpaid Advances incurred
since the Closing Date with respect to such Mortgage Loan; Penalty Charges      
(other than with respect to a Non-Serviced Mortgage Loan, which shall be payable
as additional servicing compensation under the Non-Serviced Pooling Agreement)  
remaining thereafter shall be distributed to the Master Servicer, if and to the 
extent collected while the Mortgage Loan was a Non-Specially Serviced Mortgage  
Loan and to the Special Servicer if and to the extent collected on such Mortgage
Loan during the period such Mortgage Loan was a Specially Serviced Mortgage     
Loan. Notwithstanding the foregoing, Penalty Charges with respect to any        
Companion Loan will be allocated pursuant to the applicable Intercreditor       
Agreement after payment of all related Advances and interest thereon and        
additional Trust Fund expenses in accordance with this Section 3.11(d).         

         Section 3.12 Inspections; Collection of Financial Statements. (a)
The Master Servicer shall perform (at its own expense), or shall cause to be    
performed (at its own expense), a physical inspection of each Mortgaged Property
(other than a Non-Serviced Mortgaged Property) securing a Mortgage Note with a  
Stated Principal Balance of (i) $2,000,000 or more at least once every 12 months
and (ii) less than $2,000,000 at least once every 24 months, in each case,      
commencing in the calendar year 2008 (and each Mortgaged Property shall be      
inspected on or prior to December 31, 2008); provided, however, that if a       
physical inspection has been performed by the Special Servicer in the previous  
12 months and the Master Servicer has no knowledge of a material change in the  
Mortgaged Property since such physical inspection, the Master Servicer will not 
be required to perform or cause to be performed, such physical inspection;      
provided, further, that if any scheduled payment becomes more than 60 days      
delinquent on the related Mortgage Loan, the Special Servicer shall inspect or  
cause to be inspected the related Mortgaged Property as soon as practicable     
after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually
thereafter for so long as such Mortgage Loan remains a Specially Serviced       
Mortgage Loan. The cost of such inspection by the Special Servicer shall be an  
expense of the Trust Fund, and to the extent not paid by the related Mortgagor  
reimbursed first from Penalty Charges (but with respect to a Serviced Whole     
Loan, only from amounts available for such purpose under the related            
Intercreditor Agreement) actually received from the related Mortgagor and then  
from the Certificate Account pursuant to Section 3.05(a)(ii). The Special       
Servicer or the Master Servicer, as applicable, shall prepare or cause to be    
prepared a written report of each such inspection detailing the condition of and
any damage to the Mortgaged Property to the extent evident from the inspection  
and specifying the existence of (i) any vacancy in the Mortgaged Property that  
the preparer of such report deems material, (ii) any sale, transfer or          
abandonment of the Mortgaged Property of which the preparer of such report has  
knowledge or that is evident from the inspection, (iii) any adverse change in   
the condition of the Mortgaged Property of which the preparer of such report has
knowledge or that is evident from the inspection, and that the preparer of such 
report deems material, (iv) any visible material waste committed on the         
Mortgaged Property of which the preparer of such report has knowledge or that is
evident from the inspection and (v) photographs of each inspected Mortgaged     
Property. The Special Servicer and the Master Servicer shall deliver a copy of  
each such report prepared by the Special Servicer and the Master Servicer,      
respectively, to the other, to the Directing Certificateholder and, upon        
request, to the Trustee, the Paying Agent and the Rating Agencies within five   
(5) Business Days after request (or if such request is received before such     
report is completed, within five (5) Business Days after completion of such     
report). The Paying Agent shall deliver a copy of each such report to the       
Controlling Class Certificateholder upon request and to each Holder of a Class  
E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class
P, Class Q, Class T and Class NR Certificate, upon request (which such request  
may state that such items be delivered until further notice).                   

       (b) The Special Servicer, in the case of any Specially Serviced
Mortgage Loans, and the Master Servicer, in the case of any Non-Specially       
Serviced Mortgage Loans other than the Non-Serviced Mortgage Loans, shall make  
reasonable efforts to collect promptly from each Mortgagor annual operating     
statements and rent rolls of the related Mortgaged Property, financial          
statements of such Mortgagor and any other reports required to be delivered     
under the terms of the Mortgage Loans (and each Companion Loan), if delivery of 
such items is required pursuant to the terms of the related Mortgage.           

       (c) The Special Servicer, in the case of any Specially Serviced
Mortgage Loan, and the Master Servicer, in the case of any Non-Specially        
Serviced Mortgage Loan (other than the Non-Serviced Mortgage Loans) shall make  
reasonable efforts to collect promptly from each related Mortgagor quarterly and
annual operating statements, budgets and rent rolls of the related Mortgaged    
Property, and the quarterly and annual financial statements of such Mortgagor,  
whether or not delivery of such items is required pursuant to the terms of the  
related Mortgage. The Master Servicer and the Special Servicer shall not be     
required to request such statements more than once if the related Mortgagor is  
not required to deliver such statements pursuant to the terms of the Mortgage   
Loan documents. In addition, the Special Servicer shall cause quarterly and     
annual operating statements, budgets and rent rolls to be regularly prepared in 
respect of each REO Property and shall collect all such items promptly following
their preparation. The Special Servicer shall deliver all such items to the     
Master Servicer within five (5) days of receipt and the Master Servicer and the 
Special Servicer each shall deliver copies of all the foregoing items so        
collected thereby to the Trustee, the Paying Agent, the Directing               
Certificateholder and, upon request, to the Depositor and each other, in each   
case within 60 days of its receipt thereof, but in no event, in the case of     
annual statements, later than June 30 of each year commencing June 30, 2008. The
Paying Agent shall, upon request, deliver copies (in hard copy, electronic      
format or make available on its internet website) of the foregoing items to the 
Underwriters, the Trustee, the Rating Agencies, the Controlling Class           
Certificateholders, the Mortgage Loan Sellers or, to the extent the Certificate 
Registrar has confirmed the Ownership Interest in Certificates held thereby, any
Certificate Owner, a copy (or image in suitable electronic media) of each such  
report prepared by the Master Servicer or the Special Servicer.                 

            Within 45 days after receipt by the Master Servicer, with respect to
Non-Specially Serviced Mortgage Loans it is responsible for servicing hereunder,
or the Special Servicer with respect to Specially Serviced Mortgage Loans of any
annual operating statements or rent rolls with respect to any Mortgaged Property
or REO Property, or if such date would be after June 30 of any year, then within
30 days after receipt, such Master Servicer shall, based upon such operating    
statements or rent rolls received, prepare (or, if previously prepared, update) 
the analysis of operations and the CMSA NOI Adjustment Worksheet and the CMSA   
Operating Statement Analysis Report. Upon the occurrence and continuation of a  
Servicing Transfer Event, the Master Servicer shall provide the Special Servicer
with all prior CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment
Worksheets for the related Mortgage Loan (including underwritten figures), and  
the Special Servicer's obligations hereunder shall be subject to its having     
received all such reports. The Master Servicer and Special Servicer shall       
forward to the other and the Directing Certificateholder electronically monthly 
all operating statements and rent rolls received from any Mortgagor from the    
prior month. All CMSA Operating Statement Analysis Reports and CMSA NOI         
Adjustment Worksheets shall be maintained by the Master Servicer with respect to
each Mortgaged Property (other than a Non-Serviced Mortgaged Property) and REO  
Property, and the Master Servicer shall forward copies (in electronic format or 
make available on its internet website) thereof and the related operating       
statements or rent rolls (in each case, promptly following the initial          
preparation and each material revision thereof) to the Paying Agent (in         
electronic format or make available on its internet website), the Directing     
Certificateholder (in electronic format or make available on its internet       
website, together with a hard copy of rent rolls) (and with respect to any      
Companion Loan, the related Companion Holder) and the Special Servicer (in      
electronic format or make available on its internet website). The Paying Agent  
shall, upon request and to the extent such items have been delivered to the     
Paying Agent by the Master Servicer, deliver to the Underwriters, the Rating    
Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the extent the
Certificate Registrar has confirmed the Ownership Interest in the Certificates  
held thereby, any Certificate Owner, a copy of such CMSA Operating Statement    
Analysis Report (or update thereof) and CMSA NOI Adjustment Worksheet (or update
thereof), upon written request, and the related operating statement or rent     
rolls. The Master Servicer shall maintain a CMSA Operating Statement Analysis   
Report and a CMSA NOI Adjustment Worksheet with respect to each Mortgaged       
Property (other than a Non-Serviced Mortgaged Property) and REO Property (other 
than a Non-Serviced Mortgaged Property).                                        

(d) At or before 12:00 p.m. (New York City time) on each
Determination Date, the Special Servicer shall prepare and deliver or cause to  
be delivered to the Master Servicer and the Directing Certificateholder the CMSA
Special Servicer Loan File with respect to the Specially Serviced Mortgage Loans
and any REO Properties (other than a Non-Serviced Mortgaged Property), providing
the information required of the Special Servicer in an electronic format,       
reasonably acceptable to the Master Servicer as of the Business Day preceding   
such Determination Date, which CMSA Special Servicer Loan File shall include    
data, to enable the Master Servicer to produce the following CMSA Supplemental  
Reports: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA Historical Loan  
Modification and Corrected Mortgage Loan Report, (iii) a CMSA REO Status Report,
(iv) a CMSA Comparative Financial Status Report and (v) a CMSA NOI Adjustment   
Worksheet and a CMSA Operating Statement Analysis Report, in each case with the 
supporting financial statements submitted by the Mortgagor.                     

            (e) Not later than 1:00 p.m. (New York City time) on the P&I Advance
Date beginning March 2008, the Master Servicer shall prepare (if and to the     
extent necessary) and deliver or cause to be delivered in electronic format to  
the Paying Agent the following reports and data files: (i) to the extent the    
Master Servicer has received the CMSA Special Servicer Loan File at the time    
required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical   
Loan Modification and Corrected Mortgage Loan Report and the CMSA REO Status    
Report, (ii) CMSA Loan Setup File (with respect to the first Distribution Date),
(iii) the most recent CMSA Property File, and CMSA Comparative Financial Status 
Report (in each case incorporating the data required to be included in the CMSA 
Special Servicer Loan File pursuant to Section 3.12(d) by the Special Servicer  
and Master Servicer), (iv) a CMSA Servicer Watch List with information that is  
current as of such Determination Date, (v) CMSA Financial File, (vi) CMSA Loan  
Level Reserve LOC Report, (vii) the Realized Loss Report, (viii) the CMSA       
Advance Recovery Report, and (ix) with respect to Mortgage Loans that have a    
Companion Loan, the CMSA Total Loan Report. Not later than 2:00 p.m. (New York  
City time) two (2) Business Days prior to the Distribution Date, the Master     
Servicer shall deliver or cause to be delivered to the Paying Agent via         
electronic format the CMSA Loan Periodic Update File. In no event shall any     
report described in this subsection be required to reflect information that has 
not been collected by or delivered to the Master Servicer, or any payments or   
collections not received by the Master Servicer, as of the Business Day prior to
the Business Day on which the report is due.                                    

         (f) The Special Servicer shall deliver to the Master Servicer the
reports required of the Special Servicer pursuant to Section 3.12(c) and Section
3.12(d), and the Master Servicer shall deliver to the Paying Agent the reports  
and data files set forth in Section 3.12(e). The Master Servicer may, absent    
manifest error, conclusively rely on the reports and/or data to be provided by  
the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Paying
Agent may, absent manifest error, conclusively rely on the reports and/or data  
to be provided by the Master Servicer pursuant to Section 3.12(e). In the case  
of information or reports to be furnished by the Master Servicer to the Paying  
Agent pursuant to Section 3.12(e), to the extent that such information or       
reports are, in turn, based on information or reports to be provided by the     
Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the      
extent that such reports are to be prepared and delivered by the Special        
Servicer pursuant to Section 3.12(c) or Section 3.12(d), the Master Servicer    
shall have no obligation to provide such information or reports to the Paying   
Agent until it has received the requisite information or reports from the       
Special Servicer, and the Master Servicer shall not be in default hereunder due 
to a delay in providing the reports required by Section 3.12(e) caused by the   
Special Servicer's failure to timely provide any information or report required 
under Section 3.12(c) or Section 3.12(d) of this Agreement.                     

      (g) Notwithstanding the foregoing, however, the failure of the
Master Servicer or Special Servicer to disclose any information otherwise       
required to be disclosed by this Section 3.12 shall not constitute a breach of  
this Section 3.12 to the extent the Master Servicer or Special Servicer so fails
because such disclosure, in the reasonable belief of the Master Servicer or the 
Special Servicer, as the case may be, would violate any applicable law or any   
provision of a Mortgage Loan document prohibiting disclosure of information with
respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and  
Special Servicer may disclose any such information or any additional information
to any Person so long as such disclosure is consistent with applicable law and  
the Servicing Standards. The Master Servicer or the Special Servicer may affix  
to any information provided by it any disclaimer it deems appropriate in its    
reasonable discretion (without suggesting liability on the part of any other    
party hereto).                                                                  

      (h) Unless otherwise specifically stated herein, if the Master
Servicer or the Special Servicer is required to deliver any statement, report or
information under any provisions of this Agreement, the Master Servicer or the  
Special Servicer, as the case may be, may satisfy such obligation by (x)        
physically delivering a paper copy of such statement, report or information, (y)
delivering such statement, report or information in a commonly used electronic  
format or (z) except with respect to information to be provided to the Paying   
Agent and the Directing Certificateholder or any Companion Holder, making such  
statement, report or information available on the Master Servicer's or the      
Special Servicer's internet website, unless this Agreement expressly specifies a
particular method of delivery.                                                  

      Notwithstanding anything to the contrary in the foregoing, the
Master Servicer and the Special Servicer shall deliver any required statements, 
reports or other information to the Trustee in an electronic format mutually    
agreeable to the Trustee and the Master Servicer or the Special Servicer, as the
case may be. The Master Servicer or the Special Servicer may physically deliver 
a paper copy of any such statement, report or information as a temporary measure
due to system problems, however, copies in electronic format shall follow upon  
the correction of such system problems.                                         

Section 3.13 [Reserved].                                

Section 3.14 [Reserved].                                

      Section 3.15 Access to Certain Information. Each of the Master
Servicer and the Special Servicer shall provide or cause to be provided to any  
Certificateholder or Certificate Owner that is, or is affiliated with, a        
federally insured financial institution, the Trustee, the Paying Agent, the     
Depositor, each Mortgage Loan Seller, each Rating Agency, the Directing         
Certificateholder, and to the Master Servicer, or to the Special Servicer, as   
applicable, and to the OTS, the FDIC, the Federal Reserve Board and the         
supervisory agents and examiners of such boards and such corporations, and any  
other federal or state banking or insurance regulatory authority that may       
exercise authority over any Certificateholder, and to each Holder of a Class E, 
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P,
Class Q, Class T or Class NR Certificate, and to each Companion Holder (solely  
with respect to the related Serviced Whole Loan), access to any documentation or
information regarding the Mortgage Loans and related Companion Loans and the    
Trust Fund within its control which may be required by this Agreement or by     
applicable law. At the election of the Master Servicer or the Special Servicer, 
such access may be afforded to such Person identified above by the delivery of  
copies of information as requested by such Person and the Master Servicer or the
Special Servicer shall be permitted to require payment (other than from the     
Directing Certificateholder and the Trustee and the Paying Agent on its own     
behalf or on behalf of the Certificateholders) of a sum sufficient to cover the 
reasonable out-of-pocket costs incurred by it in making such copies. Such access
shall (except as described in the preceding sentence) be afforded without charge
but only upon reasonable prior written request and during normal business hours 
at the offices of the Master Servicer or the Special Servicer, as the case may  
be, designated by it; provided, however, that Certificateholders and Certificate
Owners shall be required to pay their own photocopying costs and execute a      
reasonable and customary confidentiality agreement with respect to such         
information. The failure of the Master Servicer or the Special Servicer to      
provide access as provided in this Section 3.15 as a result of a confidentiality
obligation shall not constitute a breach of this Section 3.15; provided that    
nothing in this paragraph shall provide a basis for not providing to the        
Directing Certificateholder any information specifically required to be         
delivered to it under the terms of this Agreement. The Master Servicer and the  
Special Servicer may each deny any of the foregoing persons access to           
confidential information or any intellectual property which the Master Servicer 
or the Special Servicer is restricted by license or contract from disclosing. In
connection with providing access to information pursuant to this Section 3.15 to
parties other than the Trustee, the Paying Agent or the Directing               
Certificateholder, the Master Servicer and the Special Servicer may each (i)    
affix a reasonable disclaimer to any information provided by it for which it is 
not the original source (without suggesting liability on the part of any other  
party hereto); (ii) affix to any information provided by it a reasonable        
statement regarding securities law restrictions on such information and/or      
condition access to information on the execution of a reasonable confidentiality
agreement; (iii) withhold access to confidential information or any intellectual
property; and (iv) withhold access to items of information contained in the     
Servicing File for any Mortgage Loan if the disclosure of such items is         
prohibited by applicable law or the provisions of any related Mortgage Loan     
documents or would constitute a waiver of the attorney-client privilege.        
Notwithstanding any provision of this Agreement to the contrary, the failure of 
the Master Servicer or the Special Servicer to disclose any information         
otherwise required to be disclosed by it pursuant to this Agreement shall not   
constitute a breach of this Agreement to the extent that the Master Servicer or 
the Special Servicer, as the case may be, determines, in its reasonable good    
faith judgment consistent with the applicable Servicing Standards, that such    
disclosure would violate applicable law or any provision of a Mortgage Loan     
document or Companion Loan document prohibiting disclosure of information with  
respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties,   
constitute a waiver of the attorney-client privilege on behalf of the Trust or  
the Trust Fund or otherwise materially harm the Trust or the Trust Fund.        

            Section 3.16 Title to REO Property; REO Account. (a) If title to any
REO Property is acquired, the deed or certificate of sale shall be issued to the
Trustee or a nominee thereof on behalf of the Certificateholders and, if        
applicable, on behalf of the Companion Holders. REO Property with respect to a  
Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.16.   
The Special Servicer, on behalf of the Trust Fund and, if applicable, the       
related Serviced Companion Noteholders, shall sell any REO Property prior to the
close of the third calendar year following the year in which the Trust Fund     
acquires ownership of such REO Property, within the meaning of Treasury         
Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the    
Code, unless the Special Servicer either (i) is granted an extension of time (an
"REO Extension") by the Internal Revenue Service to sell such REO Property or   
(ii) obtains for the Trustee, the Paying Agent and the Master Servicer an       
Opinion of Counsel, addressed to the Trustee, the Paying Agent and the Master   
Servicer, to the effect that the holding by the Trust Fund of such REO Property 
subsequent to the close of the third calendar year following the year in which  
such acquisition occurred will not cause the imposition of a tax on the         
Upper-Tier REMIC or the Lower-Tier REMIC or cause the Upper-Tier REMIC or the   
Lower-Tier REMIC to fail to qualify as a REMIC at any time that any             
Uncertificated Lower-Tier Interest or Certificate is outstanding. If the Special
Servicer is granted the REO Extension contemplated by clause (i) of the         
immediately preceding sentence or obtains the Opinion of Counsel contemplated by
clause (ii) of the immediately preceding sentence, the Special Servicer shall   
sell such REO Property within such longer period as is permitted by such REO    
Extension or such Opinion of Counsel, as the case may be. Any expense incurred  
by the Special Servicer in connection with its being granted the REO Extension  
contemplated by clause (i) of the second preceding sentence or its obtaining the
Opinion of Counsel contemplated by clause (ii) of the second preceding sentence,
shall be an expense of the Trust Fund payable out of the Certificate Account    
pursuant to Section 3.05(a).                                                    

   (b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart   
from its own funds and general assets. If an REO Acquisition shall occur, the   
Special Servicer shall establish and maintain one or more REO Accounts, held on 
behalf of the Trustee in trust for the benefit of the Certificateholders and, if
applicable, on behalf of the Companion Holder(s), as their interest shall       
appear, and the Trustee (as holder of the Uncertificated Lower-Tier Interests), 
for the retention of revenues and other proceeds derived from each REO Property.
The REO Account shall be an Eligible Account. The Special Servicer shall        
deposit, or cause to be deposited, in the REO Account, within 1 Business Day    
after receipt, all REO Revenues, Insurance and Condemnation Proceeds and        
Liquidation Proceeds received in respect of an REO Property. Funds in the REO   
Account may be invested in Permitted Investments in accordance with Section     
3.06. The Special Servicer shall give notice to the Trustee and the Master      
Servicer of the location of the REO Account when first established and of the   
new location of the REO Account prior to any change thereof.                    

          (c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, insuring, leasing, maintenance  
and disposition of any REO Property, but only to the extent of amounts on       
deposit in the REO Account relating to such REO Property. On or prior to each   
Determination Date (or with respect to a Serviced Companion Note, on the        
Business Day preceding each Serviced Whole Loan Remittance Date), the Special   
Servicer shall withdraw from the REO Account and remit to the Master Servicer,  
which shall deposit into the Certificate Account (or such subaccount of the     
Certificate Account for each Companion Loan, as applicable), the aggregate of   
all amounts received in respect of each REO Property during the most recently   
ended Due Period, net of (i) any withdrawals made out of such amounts pursuant  
to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit
in the REO Account; provided, however, that the Special Servicer may retain in  
such REO Account, in accordance with the Servicing Standards, such portion of   
such balance as may be necessary to maintain a reasonable reserve for repairs,  
replacements, leasing, management and tenant improvements and other related     
expenses for the related REO Property. In addition, on or prior to each         
Determination Date (or with respect to a Serviced Companion Note, on the        
Business Day preceding each Serviced Whole Loan Remittance Date), the Special   
Servicer shall provide the Master Servicer with a written accounting of amounts 
remitted to the Master Servicer for deposit in the Certificate Account, as      
applicable, on such date. The Master Servicer shall apply all such amounts as   
instructed by the Special Servicer on the Determination Date (or with respect to
a Serviced Companion Note, on each Serviced Whole Loan Remittance Date) for the 
related Distribution Date.                                                      

          (d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits 
to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).   

        Section 3.17 Management of REO Property. (a) If title to any REO
Property is acquired, the Special Servicer shall manage, consent, protect,      
operate and lease such REO Property for the benefit of the Certificateholders   
and the Companion Holders, as applicable, and the Trustee (as holder of the     
Uncertificated Lower-Tier Interests) solely for the purpose of its timely       
disposition and sale in a manner that does not cause such REO Property to fail  
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or result in the receipt by the Trust Fund or any Serviced Companion   
Noteholder of any "income from non-permitted assets" within the meaning of      
Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject  
to the foregoing, however, the Special Servicer shall have full power and       
authority to do any and all things in connection therewith as are in the best   
interests of and for the benefit of the Certificateholders (and, in the case of 
each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as  
holder of the Uncertificated Lower-Tier Interests) all as a collective whole (as
determined by the Special Servicer in its reasonable judgment in accordance with
the Servicing Standards). REO Property with respect to a Non-Serviced Mortgage  
Loan is excluded for all purposes of this Section 3.17. Subject to this Section 
3.17, the Special Servicer may allow the Trust Fund or any commercial mortgage  
securitization that holds any Serviced Companion Loan to earn "net income from  
foreclosure property" within the meaning of Section 860G(d) of the Code if it   
determines that earning such income is in the best interests of                 
Certificateholders and, if applicable, any related Companion Holder(s) on a net 
after-tax basis as compared with net leasing such REO Property or operating such
REO Property on a different basis. In connection therewith, the Special Servicer
shall deposit or cause to be deposited on a daily basis (and in no event later  
than 1 Business Day following receipt of such funds) in the applicable REO      
Account all revenues received by it with respect to each REO Property and the   
related REO Loan, and shall withdraw from the REO Account, to the extent of     
amounts on deposit therein with respect to such REO Property, funds necessary   
for the proper operation, management, leasing and maintenance of such REO       
Property, including, without limitation:                                        

         (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 may result in the imposition of a lien thereon;       

  (iii) any ground rents in respect of such REO Property, if
applicable; and                                                     

            (iv) all costs and expenses necessary to maintain and lease such REO
Property.                                                           

           To the extent that amounts on deposit in the REO Account in respect
of any REO Property are insufficient for the purposes set forth in clauses (i) -
(iv) above with respect to such REO Property, the Master Servicer (subject to   
receiving notice from the Special Servicer in accordance with the procedures set
forth elsewhere in this Agreement) shall advance from its own funds such amount 
as is necessary for such purposes unless (as evidenced by an Officer's          
Certificate delivered to the Trustee, the Depositor, the Paying Agent and the   
Directing Certificateholder) such advances would, if made, constitute           
Nonrecoverable Servicing Advances.                                              

         (b) Without limiting the generality of the foregoing, the Special
Servicer shall not:                                                             

        (i) permit the Trust Fund to enter into, renew or extend any New
      Lease with respect to any 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 any REO Property,
     other than the completion of a building or other improvement thereon, and
    then only if more than 10% of the construction of such building or other
 improvement was completed before default on the related Mortgage Loan
  became imminent, all within the meaning of Section 856(e)(4)(B) of the
Code; or                                                            

       (iv) Directly Operate, or allow any other Person, other than an
     Independent Contractor, to Directly Operate, any REO Property on any date
more than 90 days after its acquisition date;                       

unless, in any such case, the Special Servicer has obtained an Opinion of       
Counsel (the cost of which shall be paid by the Master Servicer as a Servicing  
Advance) 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 at any time that it is held for the benefit of the Trust Fund, in which
case the Special Servicer may take such actions as are specified in such Opinion
of Counsel.                                                                     

    (c) The Special Servicer shall contract with any Independent
Contractor for the operation and management of any REO Property within 90 days  
of the acquisition date thereof, provided that:                                 

    (i) the terms and conditions of any such contract may not be
 inconsistent herewith and shall reflect an agreement reached at arm's
length;                                                             

       (ii) the fees of such Independent Contractor (which shall be an
    expense of the Trust Fund) shall be reasonable and customary in light of
the nature and locality of the Mortgaged Property;                  

          (iii) 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 REO
   Property, including, without limitation, those listed in subsection (a)
     hereof, and (B) remit all related revenues collected (net of its fees and
such costs and expenses) to the Special Servicer upon receipt;      

           (iv) none of the provisions of this Section 3.17(c) 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 hereunder with respect to the operation and management of any
such REO Property; and                                              

           (v) the Special Servicer shall be obligated to manage and supervise
   such Independent Contractor in accordance with the Servicing Standards.

          The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such   
Independent Contractor, and nothing in this Agreement shall be deemed to limit  
or modify such indemnification.                                                 

         (d) When and as necessary, the Special Servicer shall send to the
Trustee, the Paying Agent and the Master Servicer a statement prepared by the   
Special Servicer setting forth the amount of net income or net loss, as         
determined for federal income tax purposes, resulting from the operation and    
management of a trade or business on, the furnishing or rendering of a          
non-customary service to the tenants of, or the receipt of any other amount not 
constituting Rents from Real Property in respect of, any REO Property in        
accordance with Sections 3.17(a) and 3.17(b).                                   

         Section 3.18 Sale of Defaulted Mortgage Loans and REO Properties.
(a) (i) Within thirty (30) days after a Mortgage Loan has become a Specially    
Serviced Mortgage Loan with respect to any Defaulted Mortgage Loan, the Special 
Servicer shall order an Appraisal (but shall not be required to be received) and
within thirty (30) days of receipt of the Appraisal shall determine the fair    
value of such Defaulted Mortgage Loan in accordance with the Servicing          
Standards; provided, however, that such determination shall be made without     
taking into account any effect the restrictions on the sale of such Mortgage    
Loan contained herein may have on the value of such Defaulted Mortgage Loan;    
provided, further, that if the Special Servicer is then in the process of       
obtaining an Appraisal with respect to the related Mortgaged Property, the      
Special Servicer shall make its fair value determination as soon as reasonably  
practicable (but in any event within thirty (30) days) after its receipt of such
an Appraisal. The Special Servicer may, from time to time, adjust its fair value
determination based upon changed circumstances, new information and other       
relevant factors, in each instance in accordance with a review of such          
circumstances and new information in accordance with the Servicing Standards,   
conducted not less often than every 90 days. The Special Servicer shall notify  
the Trustee, the Master Servicer (in writing), the Paying Agent and the         
Certificateholder that owns the largest aggregate Certificate Balance of the    
Controlling Class (the "Controlling Class Option Holder") and the Serviced      
Companion Noteholders (solely as it relates to the Serviced Whole Loan) promptly
upon its making a fair value determination and any subsequent adjustment        
thereto. The Special Servicer shall also deliver to the Master Servicer, the    
Rating Agencies and the Controlling Class Option Holder and the Serviced        
Companion Noteholders (solely as it relates to the Serviced Whole Loan) (to the 
extent such parties have not already received), the most recent Appraisal of the
related Mortgaged Property then in the Special Servicer's possession, together  
with such other third-party reports and other information then in the Special   
Servicer's possession that the Special Servicer reasonably believes to be       
relevant to the fair value determination with respect to such Mortgage Loan     
(such materials are, collectively, the "Determination Information"). If the     
Special Servicer will not be determining whether the Option Price represents    
fair value of the Defaulted Mortgage Loan, pursuant to the next-to-last         
paragraph of Section 3.18(a)(iv), the Special Servicer shall also deliver the   
Determination Information to the Trustee.                                       

         In determining the fair value of any Defaulted Mortgage Loan, the
     Special Servicer shall take into account, among other factors, the period
    and amount of the delinquency on such Mortgage Loan, the occupancy level
      and physical condition of the related Mortgaged Property, the state of the
      local economy in the area where the Mortgaged Property is located, and the
     time and expense associated with a purchaser's foreclosing on the related
    Mortgaged Property. In addition, the Special Servicer shall refer to the
    Determination Information and all other relevant information obtained by
     it or otherwise contained in the Mortgage File; provided that the Special
    Servicer shall take account of any change in circumstances regarding the
      related Mortgaged Property known to the Special Servicer that has occurred
subsequent to, and that would, in the Special Servicer's reasonable 
   judgment, materially affect the value of the related Mortgaged Property
     reflected in, the most recent related Appraisal. Furthermore, the Special
   Servicer shall consider all available objective third-party information
      obtained from generally available sources, as well as information obtained
from vendors providing real estate services to the Special Servicer,
      concerning the market for distressed real estate loans and the real estate
market for the subject property type in the area where the related  
     Mortgaged Property is located. The Special Servicer may conclusively rely
  on the opinion and reports of Independent third parties in making such
determination.                                                      

         (ii) Subject to the terms and conditions of clauses (d), (e), (f)
and (g) of this Section 3.18, at the time a Mortgage Loan becomes a 
      Defaulted Mortgage Loan, the Special Servicer and Controlling Class Option
      Holder (each, together with their assignees, an "Option Holder") will have
   an assignable option (the "Purchase Option") to purchase such Defaulted
      Mortgage Loan from the Trust Fund at a price (the "Option Price") equal to
     (A) if the Special Servicer has not yet determined the fair value of such
Defaulted Mortgage Loan, the sum of (1) the Stated Principal Balance
 thereof, together with all accrued and unpaid interest thereon at the
 Mortgage Rate, (2) any related Yield Maintenance Charge or prepayment
   premium then payable (except if the Purchase Option is exercised by the
    Controlling Class Option Holder), (3) all related Advances for which the
    Trust Fund or the Master Servicer has not been reimbursed, together with
    all accrued and unpaid interest thereon at the Reimbursement Rate to the
   extent not included in (1) above, and (4) all accrued Special Servicing
Fees and additional Trust Fund expenses allocable to such Defaulted 
     Mortgage Loan whether recovered or unrecovered from the related Mortgagor
or (B) if the Special Servicer has determined the fair value of such
    Defaulted Mortgage Loan pursuant to clause (i) above, an amount at least
    equal to such fair value. Notwithstanding the foregoing, for a period of
   sixty (60) days after it receives notice of the Special Servicer's fair
  value determination (the "Controlling Class Certificateholder's Option
   Period"), only the Purchase Option held by the Controlling Class Option
Holder may be exercised.                                            

            Any Option Holder may sell, transfer, assign or otherwise convey its
    Purchase Option with respect to any Defaulted Mortgage Loan to any party
    at any time after the related Mortgage Loan becomes a Defaulted Mortgage
     Loan. The transferor of any Purchase Option shall notify the Trustee, the
 Paying Agent and the Master Servicer of such transfer and such notice
     shall include the transferee's name, address, telephone number, facsimile
 number and appropriate contact person(s) and shall be acknowledged in
writing by the transferee.                                          

          Each Option Holder's Purchase Option with respect to any Defaulted
      Mortgage Loan, if not exercised, will automatically terminate (A) once the
   related Defaulted Mortgage Loan is no longer a Defaulted Mortgage Loan;
provided, however, that if such Mortgage Loan subsequently becomes a
Defaulted Mortgage Loan, the related Purchase Option shall again be 
     exercisable, (B) upon the acquisition, by or on behalf of the Trust Fund,
     of title to the related Mortgaged Property through foreclosure or deed in
      lieu of foreclosure, (C) upon the modification or pay-off, in full or at a
     discount, of such Defaulted Mortgage Loan in connection with a workout or
  (D) subject to the Master Servicer's determination set forth in clause
    (iv) below, upon another Option Holder's exercise of its Purchase Option
    with respect to the related Mortgage Loan becoming effective pursuant to
clause (iii) below.                                                 

         (iii) Upon receipt of notice from the Special Servicer indicating
    that a Mortgage Loan has become a Defaulted Mortgage Loan, and after the
  expiration of the Controlling Class Certificateholder's Option Period,
  each Option Holder (whether the original grantee of such option or any
    subsequent transferee) may exercise its Purchase Option by providing the
    Master Servicer, the Paying Agent and the Trustee written notice thereof
  (the "Purchase Option Notice"), in the form of Exhibit J, which notice
    shall identify the Person that, on its own or through an Affiliate, will
   acquire the related Mortgage Loan upon closing and shall specify a cash
  exercise price at least equal to the Option Price. The Purchase Option
Notice shall be delivered in the manner specified in Section 12.05. 
Immediately upon receipt of such Purchase Option Notice, the Special
     Servicer shall notify the remaining Option Holders that a Purchase Option
      has been exercised. Within ten (10) days thereafter, each remaining Option
      Holder may submit to the Special Servicer a Purchase Option Notice for the
     related Defaulted Mortgage Loan. Upon the expiration of such ten (10) day
      period, or such sooner time as all remaining Option Holders have submitted
 Purchase Option Notices, the Special Servicer shall notify the Option
   Holder whose Purchase Option Notice included the highest exercise price
that the exercise of its Purchase Option is effective. The Special  
     Servicer shall also notify the Trustee of such effective exercise. In the
   event that more than one Option Holder exercises its Purchase Option at
the same price, the Purchase Option Notice received by the Special  
     Servicer from the Controlling Class Option Holder, or its assignee, shall
     be effective. The exercise of any Purchase Option pursuant to this clause
  (iii) shall be irrevocable; provided that the assignor of the Purchase
     Option shall have no liability to the Trust or any other party hereto for
      the failure of its third party assignee to close the sale of the Defaulted
      Mortgage Loan after its exercise of the option, and upon such failure, the
      Purchase Option shall revert to the Option Holder as provided herein as if
      the Purchase Option had not been exercised, and the Special Servicer shall
  pursue against such assignee whatever remedies it may have against the
assignee.                                                           

            (iv) If the Special Servicer or any Controlling Class Option Holder,
or any of their respective Affiliates, is identified in the Purchase
      Option Notice as the Person expected to acquire the related Mortgage Loan,
and the Option Price is based upon the Special Servicer's fair value
    determination, the Master Servicer shall determine as soon as reasonably
     practicable (and, in any event, within thirty (30) days) after the Master
      Servicer has received the written notice and the Determination Information
to be provided to the Master Servicer by the Special Servicer under 
      Section 3.18(a)(i), whether the Option Price represents fair value for the
      Defaulted Mortgage Loan; provided that, if the Special Servicer is then in
the process of obtaining a new Appraisal with respect to the related
  Mortgaged Property, then the Master Servicer shall make its fair value
  determination with respect to such Mortgage Loan as soon as reasonably
   practicable (but in any event within thirty (30) days) after the Master
   Servicer's receipt of such new Appraisal. Such fair value determination
    shall be made in accordance with Servicing Standards. In determining the
     fair value of any Defaulted Mortgage Loan, the Master Servicer shall take
into account, among other factors, the period and amount of the     
delinquency on such Mortgage Loan, the occupancy level and physical 
condition of the related Mortgaged Property, the state of the local 
     economy in the area where the Mortgaged Property is located, and the time
and expense associated with a purchaser's foreclosing on the related
   Mortgaged Property. In addition, the Master Servicer shall refer to the
     Determination Information and all other relevant information delivered to
   it by the Special Servicer or otherwise contained in the Mortgage File;
 provided that the Master Servicer shall take account of any change in
      circumstances regarding the related Mortgaged Property known to the Master
   Servicer that has occurred subsequent to, and that would, in the Master
      Servicer's reasonable judgment, materially affect the value of the related
    Mortgaged Property reflected in, such appraisal. Furthermore, the Master
   Servicer shall consider all available objective third-party information
      obtained from generally available sources, as well as information obtained
from vendors providing real estate services to the Master Servicer, 
      concerning the market for distressed real estate loans and the real estate
market for the subject property type in the area where the related  
    Mortgaged Property is located. The Master Servicer may conclusively rely
  on the opinion and reports of Independent third parties in making such
      determination. The Master Servicer shall be entitled to receive out of the
Certificate Account as additional compensation a $1,000 fee for each
      determination made in accordance with this clause (iv), provided, however,
   with respect to any Mortgage Loan, such $1,000 fee shall be collectible
once in any six month period. The reasonable cost of all third party
     consultants and related reports (in the event that such inspection report
     is pursuant to this Section 3.18 and not an annual inspection pursuant to
      Section 3.12), including but not limited to appraisals, inspection reports
    and broker opinions of value, reasonably incurred by the Master Servicer
      pursuant to this Section 3.18(a)(iv) shall constitute, and be reimbursable
     as, Servicing Advances; provided that the Master Servicer may rely on the
  most current Appraisal and property inspection report obtained for the
     related Mortgaged Property pursuant to Section 3.12. The other parties to
this Agreement shall cooperate with all reasonable requests for     
information.                                                        

     Notwithstanding anything contained in this clause (iv) to the
     contrary, if the Special Servicer or the Controlling Class Option Holder,
or any of their respective Affiliates, is identified in the Purchase
      Option Notice as the Person expected to acquire the related Mortgage Loan,
and the Option Price is based upon the Special Servicer's fair value
determination, and the Master Servicer and the Special Servicer are 
 Affiliates, the Trustee, subject to the Directing Certificateholder's
     reasonable prior written consent, which consent shall not be unreasonably
    withheld, shall designate an Independent third party, independent of the
Directing Certificateholder, to determine whether the Option Price  
    represents fair value for the Defaulted Mortgage Loan, in the manner and
    within the time set forth in the first paragraph of this clause (iv). In
     the event that the Trustee is called upon to designate such a third party
      to make such determination, the Trustee will not assume any responsibility
      for such third party's determination which determination the Trustee shall
be entitled to conclusively rely upon. The Master Servicer, at the  
    direction of the Trustee, may pay such third party a fee of up to $1,000
    out of the Certificate Account. The reasonable costs of such Independent
 third party appraisals, all inspection reports and broker opinions of
      value, reasonably incurred by the Trustee or any such third party pursuant
to this paragraph shall be advanced by the Master Servicer and shall
      constitute, and be reimbursable as, Servicing Advances. In connection with
      the Trustee's designating an Independent third party, the Special Servicer
   shall deliver to the Trustee for such Independent third party's use the
Determination Information.                                          

          In the event the Master Servicer or any designated third party, as
    applicable, determines that the Option Price is less than the fair value
of the Defaulted Mortgage Loan, such party shall provide its        
      determination, together with all information and reports it relied upon in
   making such determination, to the Special Servicer, who may then adjust
      its fair value determination and, consequently, the Option Price, pursuant
      to Section 3.18(a)(i). The Special Servicer shall promptly provide written
   notice of any adjustment of the Option Price to the Option Holder whose
Purchase Option has been declared effective pursuant to clause (iii)
   above. Upon receipt of such notice, such Option Holder shall have three
    (3) Business Days to (i) accept the Option Price as adjusted and proceed
   in accordance with clause (v) below, or (ii) reject the Option Price as
      adjusted, in which case such Option Holder shall not be obligated to close
     the purchase of the Defaulted Mortgage Loan. Upon notice from such Option
Holder, or the Special Servicer, that such Option Holder rejects the
Option Price as adjusted, the Master Servicer and the Trustee shall 
     provide the notices described in the second paragraph of clause (v) below
and thereafter any Option Holder may exercise its purchase option in
accordance with Section 3.18(a), at the Option Price as adjusted.   

         (v) The Option Holder whose Purchase Option is declared effective
      pursuant to clause (iii) above shall be required to pay the purchase price
     specified in its Purchase Option Notice to the Master Servicer within ten
      (10) Business Days of its receipt of the Special Servicer's (or the Master
Servicer's, if the Option Holder is the Special Servicer) notice    
  confirming that the exercise of its Purchase Option is effective. Upon
   receipt of an Officer's Certificate from the Special Servicer or Master
    Servicer, as applicable, specifying the date for closing the purchase of
  the related Defaulted Mortgage Loan, and the purchase price to be paid
    therefor, the Trustee shall deliver at such closing for release to or at
     the direction of such Option Holder, the related Mortgage File, and shall
   execute and deliver such instruments of transfer or assignment, in each
   case without recourse, as shall be provided to it by such Option Holder
 and are reasonably necessary to vest in the purchaser or any designee
      thereof the ownership of such Mortgage Loan on a servicing released basis.
 In connection with any such purchase by any Person other than it, the
 Special Servicer shall deliver the related Mortgage File to or at the
      direction of the purchaser. In any case, the Master Servicer shall deposit
      the purchase price (except that portion of any purchase price constituting
      Gain-on-Sale Proceeds which shall be deposited in the Gain-on-Sale Reserve
Account) into the Certificate Account within one (1) Business Day   
     following the closing of the sale of the related Defaulted Mortgage Loan.

        The Master Servicer shall immediately notify the Trustee and the
Special Servicer upon the holder of the effective Purchase Option's 
failure to remit the purchase price specified in its Purchase Option
    Notice pursuant to this clause (v). Thereafter, the Trustee shall notify
      each Option Holder of such failure and any Option Holder may then exercise
its purchase option in accordance with this Section 3.18(a).        

     (vi) Unless and until the Purchase Option with respect to any
 Defaulted Mortgage Loan is exercised or expires, the Special Servicer
shall pursue such other resolution strategies with respect to such  
Defaulted Mortgage Loan, including, without limitation, workout and 
      foreclosure, as the Special Servicer may deem appropriate, consistent with
the Asset Status Report and the Servicing Standards and the REMIC   
  Provisions; provided, however, the Special Servicer shall not sell any
Defaulted Mortgage Loan (other than in connection with exercise of a
    related Purchase Option or as otherwise permitted in this Section 3.18).

          (b) (i) The Special Servicer may purchase any REO Property (at the
Purchase Price therefor) (in the case of a Serviced Whole Loan, such purchase   
shall be a purchase of the entire REO Property, including the portion relating  
to the Companion Loans). The Special Servicer may also offer to sell to any     
Person any REO Property (in the case of a Serviced Whole Loan, such sale shall  
be a sale of the entire REO Property, including the portion relating to the     
Companion Loans), if and when the Special Servicer determines, consistent with  
the Servicing Standards, that such a sale would be in the best economic         
interests of the Trust Fund and the Companion Holders. The Special Servicer     
shall give the Trustee, the Master Servicer, the Paying Agent, each Companion   
Holder and the Directing Certificateholder not less than five (5) Business Days'
prior written notice of the Purchase Price and its intention to (i) purchase any
REO Property at the Purchase Price therefor or (ii) sell any REO Property, in   
which case the Special Servicer shall accept the highest offer received from any
Person for any REO Property in an amount at least equal to the Purchase Price   
therefor. To the extent permitted by applicable law, and subject to the         
Servicing Standards, the Master Servicer, an Affiliate of the Master Servicer,  
the Special Servicer or an Affiliate of the Special Servicer, or an employee of 
either of them may act as broker in connection with the sale of any REO Property
and may retain from the proceeds of such sale a brokerage commission that does  
not exceed the commission that would have been earned by an independent broker  
pursuant to a brokerage agreement entered into at arm's length.                 

           In the absence of any such offer, the Special Servicer shall accept
the highest offer received from any Person that is determined by the
     Special Servicer to be a fair price for such REO Property, if the highest
   bidder is a Person other than an Interested Person, or if such price is
     determined to be such a price by the Trustee, if the highest bidder is an
Interested Person. Notwithstanding anything to the contrary herein, 
      neither the Trustee, in its individual capacity, nor any of its Affiliates
may make an offer for or purchase any REO Property pursuant hereto. 

    The Special Servicer shall not be obligated by either of the
foregoing paragraphs or otherwise to accept the highest offer if the
    Special Servicer determines, in accordance with the Servicing Standards,
that rejection of such offer would be in the best interests of the  
    Certificateholders. In addition, the Special Servicer may accept a lower
    offer if it determines, in accordance with the Servicing Standards, that
acceptance of such offer would be in the best interests of the      
      Certificateholders (for example, if the prospective buyer making the lower
    offer is more likely to perform its obligations, or the terms offered by
the prospective buyer making the lower offer are more favorable).   

           In determining whether any offer received from an Interested Person
      represents a fair price for any REO Property, the Trustee shall obtain and
     may conclusively rely on the opinion of an Independent appraiser or other
    Independent expert in real estate matters retained by the Trustee at the
     expense of the Trust Fund. In determining whether any offer constitutes a
     fair price for any REO Property, the Special Servicer or the Trustee (or,
     if applicable, such appraiser) shall take into account, and any appraiser
   or other expert in real estate matters shall be instructed to take into
  account, as applicable, among other factors, the physical condition of
  such REO Property, the state of the local economy and the Trust Fund's
obligation to comply with REMIC Provisions.                         

           (ii) Subject to the Servicing Standards, the Special Servicer shall
    act on behalf of the Trust Fund and the Companion Holders in negotiating
   and taking any other action necessary or appropriate in connection with
 the sale of any REO Property, including the collection of all amounts
payable in connection therewith. A sale of any REO Property shall be
   without recourse to, or representation or warranty by, the Trustee, the
     Depositor, the Master Servicer, the Special Servicer, the Paying Agent or
the Trust Fund (except that any contract of sale and assignment and 
      conveyance documents may contain customary warranties of title, so long as
the only recourse for breach thereof is to the Trust Fund) and, if  
   consummated in accordance with the terms of this Agreement, none of the
      Master Servicer, the Special Servicer, the Depositor, the Paying Agent nor
the Trustee shall have any liability to the Trust Fund or any       
    Certificateholder or Companion Holder with respect to the purchase price
therefor accepted by the Special Servicer or the Trustee.           

           (c) Any sale of a Defaulted Mortgage Loan or any REO Property shall
be for cash only (unless changes in the REMIC Provisions or authoritative       
interpretations thereof made or issued subsequent to the Startup Day allow a    
sale for other consideration).                                                  

          (d) Notwithstanding anything in this Section 3.18 to the contrary,
pursuant to the terms of the related Intercreditor Agreement, the Holder of the 
Companion Loan for each of the Mezz Cap AB Whole Loans will have the right to   
purchase the related Mortgage Loan or related REO Property, as applicable. Such 
right of such Companion Loan Holder shall be given priority over any provision  
described in this Section 3.18 subject, to the extent applicable, to any rights 
of a mezzanine lender as set forth in Section 3.18(e). If the related Mortgage  
Loan or related REO Property is purchased by the Companion Loan Holder of a Mezz
Cap AB Whole Loan, repurchased by the applicable Mortgage Loan Seller or        
otherwise ceases to be subject to this Agreement, the related Companion Loan,   
will no longer be subject to this Agreement. None of the Trustee, the Paying    
Agent, the Master Servicer nor the Trust Fund shall acquire the Mezz Cap AB     
Companion Loans.                                                                

          (e) Notwithstanding anything in this Section 3.18 to the contrary,
any mezzanine lender will have the right to purchase the related Mortgage Loan  
and cure defaults relating thereto as and to the extent set forth in the related
Intercreditor Agreement.                                                        

            (f) In the event the Master Servicer or the Special Servicer has the
right to purchase any Companion Loan on behalf of the Trust pursuant to the     
related Intercreditor Agreement, neither the Master Servicer nor the Special    
Servicer shall exercise such right.                                             

          Section 3.19 Additional Obligations of Master Servicer and Special
Servicer. (a) The Master Servicer shall deliver all Compensating Interest       
Payments to the Paying Agent for deposit in the Distribution Account on each P&I
Advance Date, without any right of reimbursement therefor.                      

          (b) The Master Servicer shall provide to each Companion Holder any
reports or notices required to be delivered to such Companion Holder pursuant to
the related Intercreditor Agreement.                                            

      (c) Upon the determination that a previously made Advance is a
Nonrecoverable Advance, to the extent that the reimbursement thereof would      
exceed the full amount of the principal portion of general collections on the   
Mortgage Loans deposited in the Certificate Account and available for           
distribution on the next Distribution Date, the Master Servicer or the Trustee, 
each at its own option and in its sole discretion, as applicable, instead of    
obtaining reimbursement for the remaining amount of such Nonrecoverable Advance 
pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to    
refrain from obtaining such reimbursement for such portion of the Nonrecoverable
Advance during the one month collection period ending on the then current       
Determination Date, for successive one-month periods for a total period not to  
exceed 12 months (provided that any such deferral exceeding 6 months shall      
require the consent of the Directing Certificateholder), and any election to so 
defer shall be deemed to be in accordance with the Servicing Standard. If the   
Master Servicer or the Trustee makes such an election at its sole option and in 
its sole discretion to defer reimbursement with respect to all or a portion of a
Nonrecoverable Advance (together with interest thereon), then such              
Nonrecoverable Advance (together with interest thereon) or portion thereof shall
continue to be fully reimbursable in the subsequent collection period (subject, 
again, to the same sole option to defer; it is acknowledged that, in such a     
subsequent period, such Nonrecoverable Advance shall again be payable first from
principal collections as described above prior to payment from other            
collections). In connection with a potential election by the Master Servicer or 
the Trustee to refrain from the reimbursement of a particular Nonrecoverable    
Advance or portion thereof during the one month collection period ending on the 
related Determination Date for any Distribution Date, the Master Servicer or the
Trustee shall further be authorized to wait for principal collections on the    
Mortgage Loans to be received before making its determination of whether to     
refrain from the reimbursement of a particular Nonrecoverable Advance or portion
thereof) until the end of such collection period; provided, however, if, at any 
time the Master Servicer or the Trustee, as applicable, elects not to refrain   
from obtaining such reimbursement or otherwise determines that the reimbursement
of a Nonrecoverable Advance during a one-month collection period will exceed the
full amount of the principal portion of general collections deposited in the    
Collection Account for such Distribution Date, then the Master Servicer or the  
Trustee, as applicable, shall use its reasonable efforts to give Moody's and S&P
15 days' notice of such determination, unless extraordinary circumstances make  
such notice impractical. Nothing herein shall give the Master Servicer or the   
Trustee the right to defer reimbursement of a Nonrecoverable Advance to the     
extent of any principal collections then available in the Certificate Account   
pursuant to Section 3.05(a)(v).                                                 

   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      
section or to comply with the terms of this section and the other provisions of 
this Agreement that apply once such an election, if any, has been made;         
provided, however, that the fact that a decision to recover such Nonrecoverable 
Advances over time, or not to do so, benefits some classes of Certificateholders
to the detriment of other classes shall not, with respect to the Master Servicer
or the Special Servicer, as applicable, constitute a violation of the Servicing 
Standards and/or with respect to the Trustee (solely in its capacity as         
Trustee), constitute a violation of any fiduciary duty to Certificateholders or 
any contractual obligation hereunder. If the Master Servicer or the Trustee, as 
applicable, determines, in its sole discretion, that its ability to fully       
recover the Nonrecoverable Advances has been compromised, then the Master       
Servicer or the Trustee, as applicable, shall be entitled to immediate          
reimbursement of Nonrecoverable Advances with interest thereon at the           
Reimbursement Rate from all amounts in the Certificate Account for such         
Distribution Date (deemed first from principal and then interest). Any such     
election by any such party to refrain from reimbursing itself or obtaining      
reimbursement for any Nonrecoverable Advance or portion thereof with respect to 
any one or more collection periods shall not limit the accrual of interest at   
the Reimbursement Rate on such Nonrecoverable Advance for the period prior to   
the actual reimbursement of such Nonrecoverable Advance. The Master Servicer's  
or the Trustee's, as applicable, agreement to defer reimbursement of such       
Nonrecoverable Advances as set forth above is an accommodation to the           
Certificateholders and shall not be construed as an obligation on the part of   
the Master Servicer or the Trustee, as applicable, or a right of the            
Certificateholders. Nothing herein shall be deemed to create in the             
Certificateholders a right to prior payment of distributions over the Master    
Servicer's or the Trustee's, as applicable, right to reimbursement for Advances 
(deferred or otherwise) and accrued interest thereon. In all events, the        
decision to defer reimbursement or to seek immediate reimbursement of           
Nonrecoverable Advances shall be deemed to be in accordance with the Servicing  
Standard and 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 of the Companion Holders for any such election that   
such party makes as contemplated by this section or for any losses, damages or  
other adverse economic or other effects that may arise from such an election.   

         Section 3.20 Modifications, Waivers, Amendments and Consents. (a)
Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(f), this  
Section 3.20(a), Section 3.20(d), Section 3.20(i), Section 3.20(j) and Section  
6.07, but subject to any other conditions set forth thereunder, and, with       
respect to any Serviced Whole Loan, subject to the rights of the related        
Companion Holder to advise the Master Servicer with respect to, or consent to, a
modification, waiver or amendment pursuant to the terms of the related          
Intercreditor Agreement, the Master Servicer shall not modify, waive or amend   
the terms of a Mortgage Loan and/or Companion Loan without the prior written    
consent of the Special Servicer (it being understood that the Master Servicer   
will promptly provide the Special Servicer with notice of any request for such  
modification, waiver or amendment, the Master Servicer's written recommendation 
and analysis, and all information reasonably available to the Master Servicer   
that may be reasonably requested by the Special Servicer in order to grant or   
withhold such consent) provided that, except as provided in the following       
sentence, no extension entered into pursuant to this Section 3.20(a) shall      
extend the Maturity Date beyond the earlier of (i) two years prior to the Rated 
Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a    
leasehold estate and not also the related fee interest, the date twenty years   
or, to the extent consistent with the Servicing Standards giving due            
consideration to the remaining term of the ground lease, ten years, prior to the
expiration of such leasehold estate. If such extension would extend the Maturity
Date of a Mortgage Loan and/or Companion Loan for more than twelve months from  
and after the original Maturity Date of such Mortgage Loan and/or Companion Loan
and such Mortgage Loan and/or Companion Loan is not in default or default with  
respect thereto is not reasonably foreseeable, the Master Servicer must provide 
the Trustee, the Special Servicer and the Directing Certificateholders with an  
Opinion of Counsel (at the expense of the related Mortgagor to the extent       
permitted under the Mortgage Loan documents and, if not required or permitted to
be paid by the Mortgagor, to be paid as a Trust Fund expense in accordance with 
Section 3.11(d) and the Master Servicer shall not consent to such extension     
without the consent of the Directing Certificateholder (which consent shall be  
coordinated through the Special Servicer)) that such extension would not        
constitute a "significant modification" of the Mortgage Loan and/or Companion   
Loan within the meaning of Treasury Regulations Section 1.860G-2(b).            
Notwithstanding the foregoing, subject to the rights of the related Companion   
Holder to advise the Master Servicer with respect to, or consent to, such       
modification, waiver or amendment pursuant to the terms of the related          
Intercreditor Agreement, the Master Servicer, with respect to Non-Specially     
Serviced Mortgage Loans, without the consent of the Special Servicer, may modify
or amend the terms of any Mortgage Loan and/or Companion Loan in order to (i)   
cure any ambiguity or mistake therein or (ii) correct or supplement any         
provisions therein which may be inconsistent with any other provisions therein  
or correct any error, provided that, if the Mortgage Loan and/or Companion Loan 
is not in default or default with respect thereto is not reasonably foreseeable,
such modification or amendment would not be a "significant modification" of the 
Mortgage Loan and/or Companion Loan within the meaning of Treasury Regulations  
Section 1.860G-2(b).                                                            

            Subject to Section 6.07 herein, applicable law and the Mortgage Loan
or Companion Loan documents, neither the Master Servicer nor the Special        
Servicer shall permit the substitution of any Mortgaged Property (or any portion
thereof) for one or more other parcels of real property at any time the Mortgage
Loan and/or Companion Loan is not in default pursuant to the terms of the       
related Mortgage Loan and/or Companion Loan documents or default with respect   
thereto is not reasonably foreseeable unless (i) the Master Servicer or the     
Special Servicer, as applicable, obtains from each Rating Agency (and delivers  
to the Directing Certificateholder) a written confirmation that such            
substitution will not cause a downgrade, qualification or withdrawal of the then
current rating assigned to any of the Certificates or any class of Serviced     
Companion Loan Securities and (ii) either (a) such substitution is at the       
unilateral option of the Mortgagor or otherwise occurs automatically pursuant to
the terms of the Mortgage Loan in effect on the Startup Day, within the meaning 
of Treasury Regulations Section 1.1001-3, or (b) such substitution would not be 
a "significant modification" of the Mortgage Loan and/or Companion Loan within  
the meaning of Treasury Regulations Section 1.860G-2(b) (and the Master Servicer
or Special Servicer, as applicable, may obtain an Opinion of Counsel with       
respect thereto).                                                               

          (b) If the Special Servicer determines that a modification, waiver
or amendment (including, without limitation, the forgiveness or deferral of     
interest or principal or the substitution of collateral pursuant to the terms of
the Mortgage Loan and/or Companion Loan or otherwise, the release of collateral 
or the pledge of additional collateral) of the terms of a Specially Serviced    
Mortgage Loan with respect to which a payment default or other material default 
has occurred or a payment default or other material default is, in the Special  
Servicer's judgment, reasonably foreseeable (as evidenced by an Officer's       
Certificate of the Special Servicer), is reasonably likely to produce a greater 
recovery on a net present value basis (the relevant discounting to be performed 
at the related Mortgage Rate) to the Trust and, if applicable, the Companion    
Holders as the holders of such Companion Loans than liquidation of such         
Specially Serviced Mortgage Loan, then the Special Servicer may agree to a      
modification, waiver or amendment of such Specially Serviced Mortgage Loan,     
subject to (x) the provisions of this Section 3.20(b) and Section 3.20(c), (y)  
the approval of the Directing Certificateholder as provided in Section 6.07 and 
(z) with respect to a Serviced Whole Loan, the rights of the related Serviced   
Companion Noteholder, to advise and consult with the Special Servicer with      
respect to, or consent to, such modification, waiver or amendment pursuant to   
the terms of the related Intercreditor Agreement.                               

           The Special Servicer shall use its reasonable efforts to the extent
possible to cause each Specially Serviced Mortgage Loan to fully amortize prior 
to the Rated Final Distribution Date and shall not agree to a modification,     
waiver or amendment of any term of any Specially Serviced Mortgage Loan if such 
modification, waiver or amendment would extend the maturity date of any such    
Specially Serviced Mortgage Loan to a date occurring later than the earlier of  
(a) two years prior to the Rated Final Distribution Date and (b) if such        
Specially Serviced Mortgage Loan is secured by a leasehold estate and not also  
the related fee interest, the date occurring twenty years or, to the extent     
consistent with the Servicing Standards giving due consideration to the         
remaining term of the ground lease, with the consent of the Directing           
Certificateholder, ten years prior to the expiration of such leasehold estate.  

(c) Any provision of this Section 3.20 to the contrary  
notwithstanding, except when a Mortgage Loan and/or Companion Loan is in default
or default with respect thereto is reasonably foreseeable, no fee described in  
this paragraph shall be collected by any Master Servicer or Special Servicer    
from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent
or any modification, waiver or amendment of a Mortgage Loan or Companion Loan,  
as applicable (unless the amount thereof is specified in the related Mortgage   
Note) 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 Regulations Section 1.860G-2(b).                 

            (d) To the extent consistent with this Agreement (including, without
limitation, the first sentence of Section 3.20(a) and Section 6.07), the Master 
Servicer (as provided in Section 3.08(a), (b) and (e)) or the Special Servicer  
may, consistent with the Servicing Standards, agree to any waiver, modification 
or amendment of a Mortgage Loan or Companion Loan that is not in default or as  
to which default is not reasonably foreseeable only if it provides the Trustee  
with an Opinion of Counsel (at the expense of the related Mortgagor or such     
other Person requesting such modification or, if such expense cannot be         
collected from the related Mortgagor or such other Person, to be paid out of the
Certificate Account pursuant to Section 3.05(a); provided that the Master       
Servicer or Special Servicer, as the case may be, shall use its reasonable      
efforts to collect such fee from the Mortgagor or such other Person to the      
extent permitted under the related Mortgage Loan Documents) to the effect that  
the contemplated waiver, modification or amendment (i) will not be a            
"significant modification" of the Mortgage Loan within the meaning of Treasury  
Regulations Section 1.860G-2(b) and (ii) will not cause (x) either the          
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC for      
purposes of the Code or (y) either the Lower-Tier REMIC or the Upper-Tier REMIC 
to be subject to any tax under the REMIC Provisions. Notwithstanding the        
foregoing, neither the Master Servicer nor the Special Servicer may waive the   
payment of any Yield Maintenance Charge or the requirement that any prepayment  
of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be      
accompanied by all interest that would be due on the next Due Date with respect 
to any Mortgage Loan or Companion Loan that is not a Specially Serviced Mortgage
Loan.                                                                           

         (e) In the event of a modification that creates Mortgage Deferred
Interest, such Mortgage Deferred Interest will be allocated to reduce the       
Distributable Certificate Interest of the Class or Classes of Certificates      
(other than the Class R or Class LR Certificates) pursuant to Section 4.06.     

           (f) Subject to Section 3.20(c), the Master Servicer and the Special
Servicer each may, as a condition to its granting any request by a Mortgagor for
consent, modification (including extensions), waiver or indulgence or any other 
matter or thing, the granting of which is within the Master Servicer's or the   
Special Servicer's, as the case may be, discretion pursuant to the terms of the 
instruments evidencing or securing the related Mortgage Loan or Companion Loan  
and is permitted by the terms of this Agreement, require that such Mortgagor pay
to the Master Servicer or the Special Servicer, as the case may be, as          
additional servicing compensation, a reasonable or customary fee, for the       
additional services performed in connection with such request; provided, that   
the charging of such fee is not a "significant modification" of the Mortgage    
Loan within the meaning of Treasury Regulations Section 1.860G-2(b).            

            (g) All modifications (including extensions), waivers and amendments
of the Mortgage Loans and/or Companion Loans entered into pursuant to this      
Section 3.20 shall be in writing, signed by the Master Servicer or the Special  
Servicer, as the case may be, and the related Mortgagor (and by any guarantor of
the related Mortgage Loan, if such guarantor's signature is required by the     
Special Servicer in accordance with the Servicing Standards).                   

           (h) With respect to any modification, waiver or amendment for which
it is responsible, the Special Servicer shall notify the Master Servicer, the   
Rating Agencies, the Trustee, the Directing Certificateholder, the applicable   
Companion Holder and the Mortgage Loan Seller (if such Mortgage Loan Seller is  
not a Servicer, Sub-Servicer of such Mortgage Loan or the Directing             
Certificateholder) in writing of any modification, waiver or amendment of any   
term of any Mortgage Loan or Companion Loan and the date thereof. With respect  
to any modification, waiver or amendment for which it is responsible, the Master
Servicer shall notify the Rating Agencies, the Trustee, the Special Servicer    
(and the Special Servicer shall forward such notice to the Directing            
Certificateholder), the applicable Companion Holder and the Mortgage Loan Seller
(if such Mortgage Loan Seller is not a Servicer, Sub-Servicer of such Mortgage  
Loan or the Directing Certificateholder) in writing of any modification, waiver 
or amendment of any term of any Mortgage Loan or Companion Loan and the date    
thereof. The party responsible for delivering notice shall deliver to the       
Trustee or the related Custodian with a copy to the Master Servicer (if such    
notice is being delivered by the Special Servicer) for deposit in the related   
Mortgage File, an original counterpart of the agreement relating to such        
modification, waiver or amendment, promptly (and in any event within 10 Business
Days) following the execution thereof, with a copy to the applicable Companion  
Holder, if any. Following receipt of the Master Servicer's or the Special       
Servicer's, as applicable, delivery of the aforesaid modification, waiver or    
amendment to the Paying Agent, the Paying Agent shall forward a copy thereof to 
each Holder of a Class X-1, Class B, Class C, Class D, Class E, Class F, Class  
G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class
T or Class NR Certificate upon request.                                         

          (i) Notwithstanding the foregoing, neither the Master Servicer nor
the Special Servicer shall permit the substitution of any Mortgaged Property    
pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole  
Loan unless such defeasance complies with Treasury Regulations Section          
1.860G-2(a)(8) and the Master Servicer or the Special Servicer, as applicable,  
has received (i) replacement collateral consisting of government securities     
within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(i), which     
satisfies the requirements of the applicable Mortgage Loan documents, in an     
amount sufficient to make all scheduled payments under the Mortgage Loan (or    
defeased portion thereof) when due, (ii) a certificate of an Independent        
certified public accountant to the effect that such substituted property will   
provide cash flows sufficient to meet all payments of interest and principal    
(including payments at maturity) on such Mortgage Loan or Serviced Whole Loan in
compliance with the requirements of the terms of the related Mortgage Loan      
documents and, if applicable, Companion Loan documents, (iii) one or more       
Opinions of Counsel (at the expense of the related Mortgagor) to the effect that
the Trustee, on behalf of the Trust Fund, will have a first priority perfected  
security interest in such substituted Mortgaged Property; provided, however,    
that, to the extent consistent with the related Mortgage Loan documents and, if 
applicable, Companion Loan documents, the related Mortgagor shall pay the cost  
of any such opinion as a condition to granting such defeasance, (iv) to the     
extent consistent with the related Mortgage Loan documents, the Mortgagor shall 
establish a single purpose entity to act as a successor Mortgagor, if so        
required by the Rating Agencies, (v) to the extent permissible under the related
Mortgage Loan documents and, if applicable, Companion Loan documents, the Master
Servicer or Special Servicer, as applicable shall use its reasonable efforts to 
require the related Mortgagor to pay all costs of such defeasance, including but
not limited to the cost of maintaining any successor Mortgagor, and (vi) to the 
extent permissible under the Mortgage Loan documents and, if applicable,        
Companion Loan documents, the Master Servicer or Special Servicer, as applicable
shall obtain, at the expense of the related Mortgagor, written confirmation from
the Rating Agencies that such defeasance will not cause the downgrade,          
withdrawal or modification of the then current ratings of the Certificates (or, 
insofar as there is then outstanding any class of Serviced Companion Loan       
Securities that is then rated by such Rating Agency, such class of securities); 
provided, however, that no such confirmation: (a) from S&P shall be required to 
the extent that the Master Servicer has delivered a defeasance certificate      
substantially in the form of Exhibit R for any Mortgage Loan which (together    
with any Mortgage Loans cross collateralized with such Mortgage Loans) is: (i) a
Mortgage Loan with a Cut-off Date Principal Balance less than $35,000,000, (ii) 
a Mortgage Loan that represents less than 5% of the Cut-off Date Principal      
Balance of all Mortgage Loans, and (iii) a Mortgage Loan that is not one of the 
ten largest Mortgage Loans by Stated Principal Balance; and (b) the Master      
Servicer or Special Servicer, as applicable shall not be required to obtain the 
Moody's confirmation referenced in clause (v) above with respect to any Mortgage
Loan which has a Stated Principal Balance less than $20,000,000 and represents  
less than 5% of the Stated Principal Balance of all the Mortgage Loans, so long 
as such Mortgage Loan is not one of the ten largest Mortgage Loans by Stated    
Principal Balance. Notwithstanding the foregoing, in the event that requiring   
the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v) in   
the preceding sentence would be inconsistent with the related Mortgage Loan     
documents, such reasonable costs shall be paid by the related Mortgage Loan     
Seller as set forth in the first paragraph of Section 2.03(b).                  

           (j) Notwithstanding anything herein or in the related Mortgage Loan
documents and, if applicable, Companion Loan documents to the contrary, the     
Master Servicer or the Special Servicer may permit the substitution of          
"government securities," within the meaning of Section 2(a)(16) of the          
Investment Company Act of 1940, that comply with Treasury Regulations Section   
1.860G-2(a)(8) for any Mortgaged Property pursuant to the defeasance provisions 
of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion    
thereof), in lieu of the defeasance collateral specified in the related Mortgage
Loan or a Serviced Whole Loan, as applicable, or Companion Loan documents;      
provided that such substitution is consistent with the Servicing Standard and   
the Master Servicer or the Special Servicer reasonably determines that allowing 
their use would not cause a default or event of default to become reasonably    
foreseeable and the Master Servicer or the Special Servicer receives, to the    
extent permitted under the Mortgage Loan documents or as may be consistent with 
the Servicing Standard an Opinion of Counsel (at the expense of the Mortgagor to
the extent permitted under the Mortgage Loan documents and, if applicable,      
Companion Loan documents or otherwise as a Trust Fund expense) to the effect    
that such use would not be and would not constitute a "significant modification"
of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section
1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with      
respect to any REMIC and provided, further, that the requirements set forth in  
Section 3.20(i) (including the ratings confirmations) are satisfied; and        
provided, further, that such securities are backed by the full faith and credit 
of the United States government, or the Master Servicer or the Special Servicer 
shall obtain a written confirmation of each Rating Agency that the use of such  
securities will not result in the downgrade, withdrawal or qualification of the 
then current ratings of any Class of Certificates outstanding (or, insofar as   
there is then outstanding any class of Serviced Companion Loan Securities that  
is then rated by such Rating Agency, such class of securities).                 

         (k) If required under the related Mortgage Loan or Companion Loan
documents or if otherwise consistent with the Servicing Standards, the Master   
Servicer shall establish and maintain one or more accounts (the "Defeasance     
Accounts"), which shall be Eligible Accounts, into which all payments received  
by the Master Servicer from any defeasance collateral substituted for any       
Mortgaged Property shall be deposited and retained, and shall administer such   
Defeasance Accounts in accordance with the Mortgage Loan or Companion Loan      
documents. Notwithstanding the foregoing, in no event shall the Master Servicer 
permit such amounts to be maintained in the Defeasance Account for a period in  
excess of 90 days, unless such amounts are reinvested by the Master Servicer in 
"government securities," within the meaning of Section 2(a)(16) of the          
Investment Company Act of 1940, that comply with Treasury Regulations Section   
1.860G-2(a)(8). To the extent not required or permitted to be placed in a       
separate account, the Master Servicer shall deposit all payments received by it 
from defeasance collateral substituted for any Mortgaged Property into the      
Certificate Account and treat any such payments as payments made on the Mortgage
Loan or Companion Loan in advance of its Due Date in accordance with clause     
(a)(i) of the definition of Available Distribution Amount, and not as a         
prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding      
anything herein to the contrary, in no event shall the Master Servicer permit   
such amounts to be maintained in the Certificate Account for a period in excess 
of 365 days (or 366 days in the case of a leap year).                           

       (l) Notwithstanding anything to the contrary in this Agreement,
neither the Master Servicer nor the Special Servicer, as applicable, shall,     
unless it has received prior written confirmation (the cost of which shall be   
paid by the related Mortgagor, if so allowed by the terms of the related loan   
documents and otherwise paid out of general collections) from the Rating        
Agencies that such action will not result in a qualification, downgrade or      
withdrawal of any of the ratings assigned by such Rating Agency to the          
Certificates (or, insofar as there is then outstanding any class of Serviced    
Companion Loan Securities then rated by such Rating Agency, such class of       
securities), grant or accept any consent, approval or direction regarding the   
termination of the related property manager or the designation of any           
replacement property manager, with respect to any Mortgaged Property that       
secures a Mortgage Loan that (i) is one of the ten largest Mortgage Loans by    
Stated Principal Balance or (ii) has an unpaid principal balance that is at     
least equal to five percent (5%) of the then aggregate principal balance of all 
Mortgage Loans or $35,000,000.                                                  

      Section 3.21 Transfer of Servicing Between Master Servicer and
Special Servicer; Recordkeeping; Asset Status Report. (a) Upon determining that 
a Servicing Transfer Event has occurred with respect to any Mortgage Loan or    
Companion Loan, the Master Servicer or the Special Servicer, as applicable,     
shall promptly give notice to the Master Servicer or the Special Servicer, as   
applicable, and the Directing Certificateholder thereof, and the Master Servicer
shall deliver the related Mortgage File and Servicing File to the Special       
Servicer and shall use its reasonable efforts to provide the Special Servicer   
with all information, documents and records (including records stored           
electronically on computer tapes, magnetic discs and the like) relating to the  
Mortgage Loan and, if applicable, the related Companion Loan, either in the     
Master Servicer's possession or otherwise available to the Master Servicer      
without undue burden or expense, and reasonably requested by the Special        
Servicer to enable it to assume its functions hereunder with respect thereto.   
The Master Servicer shall use its reasonable efforts to comply with the         
preceding sentence within 5 Business Days of the occurrence of each related     
Servicing Transfer Event and in any event shall continue to act as Master       
Servicer and administrator of such Mortgage Loan and, if applicable, the related
Companion Loan(s) until the Special Servicer has commenced the servicing of such
Mortgage Loan and, if applicable, the related Companion Loan. The Master        
Servicer shall deliver to the Trustee, the Paying Agent and the Directing       
Certificateholder a copy of the notice of such Servicing Transfer Event provided
by the Master Servicer to the Special Servicer, or by the Special Servicer to   
the Master Servicer, pursuant to this Section. The Paying Agent shall deliver to
each Controlling Class Certificateholder a copy of the notice of such Servicing 
Transfer Event provided by the Master Servicer pursuant to this Section.        

   Upon determining that a Specially Serviced Mortgage Loan or
Companion Loan (other than an REO Loan) has become current and has remained     
current for three consecutive Monthly Payments (provided that (i) no additional 
Servicing Transfer Event is foreseeable in the reasonable judgment of the       
Special Servicer, and (ii) for such purposes taking into account any            
modification or amendment of such Mortgage Loan and, if applicable, the related 
Companion Loan(s)), and that no other Servicing Transfer Event is continuing    
with respect thereto, the Special Servicer shall immediately give notice thereof
to the Master Servicer and the Directing Certificateholder and shall return the 
related Mortgage File and Servicing File to the Master Servicer (or copies      
thereof if copies only were delivered to the Special Servicer) and upon giving  
such notice, and returning such Mortgage File and Servicing File to the Master  
Servicer, the Special Servicer's obligation to service such Corrected Mortgage  
Loan shall terminate and the obligations of the Master Servicer to service and  
administer such Mortgage Loan and, if applicable, the Companion Loan, shall     
recommence.                                                                     

            (b) In servicing any Specially Serviced Mortgage Loans and Companion
Loans, the Special Servicer will provide to the Trustee originals of documents  
included within the definition of "Mortgage File" for inclusion in the related  
Mortgage File to the extent within its possession (with a copy of each such     
original to the Master Servicer), and provide the Master Servicer with copies of
any additional related Mortgage Loan or Companion Loan information including    
correspondence with the related Mortgagor.                                      

         (c) Notwithstanding the provisions of Section 3.12(d), the Master
Servicer shall maintain ongoing payment records with respect to each of the     
Specially Serviced Mortgage Loans and Companion Loans and REO Properties (other 
than with respect to a Non-Serviced Mortgage Loan) and shall provide the Special
Servicer with any information in its possession with respect to such records to 
enable the Special Servicer to perform its duties under this Agreement, provided
that this statement shall not be construed to require the Master Servicer to    
produce any additional reports.                                                 

        (d) No later than 60 days after a Servicing Transfer Event for a
Mortgage Loan (other than a Non-Serviced Mortgage Loan) and, if applicable, the 
Companion Loan, the Special Servicer shall deliver to the Master Servicer, each 
Rating Agency, the Trustee, the Paying Agent, each related Companion Holder and 
the Directing Certificateholder, a report (the "Asset Status Report") with      
respect to such Mortgage Loan or Companion Loan and the related Mortgaged       
Property; provided, however, the Special Servicer shall not be required to      
deliver an Asset Status Report to the Directing Certificateholder if they are   
the same entity. Such Asset Status Report shall set forth the following         
information to the extent reasonably determinable based on the information that 
was delivered to the Special Servicer in connection with the transfer of        
servicing pursuant to the Servicing Transfer Event:                             

          (i) 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, consistent with the Servicing
   Standards, that are applicable to the exercise of remedies as aforesaid
    and to the enforcement of any related guaranties or other collateral for
the related 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;                       

         (iv) the Special Servicer's recommendations on how such Specially
      Serviced Mortgage Loan might be returned to performing status and returned
    to the Master Servicer for regular servicing or otherwise realized upon;

            (v) a copy of the last obtained Appraisal of the Mortgaged Property;
and                                                                 

          (vi) such other information as the Special Servicer deems relevant
in light of the Servicing Standards.                                

            If within ten Business Days of receiving an Asset Status Report, the
Directing Certificateholder does not disapprove such Asset Status Report in     
writing, the Special Servicer shall implement the recommended action as outlined
in such Asset Status Report; provided, however, that the Special Servicer may   
not take any action that is contrary to applicable law, the Servicing Standards 
or the terms of the applicable Mortgage Loan documents. If the Directing        
Certificateholder disapproves such Asset Status Report within 10 Business Days  
of receipt, the Special Servicer will revise such Asset Status Report and       
deliver to the Directing Certificateholder, the Rating Agencies, the Trustee and
the Master Servicer a new Asset Status Report as soon as practicable, but in no 
event later than 30 days after such disapproval. The Special Servicer shall     
revise such Asset Status Report as described above in this Section 3.21(d) until
the Directing Certificateholder shall fail to disapprove such revised Asset     
Status Report in writing within ten (10) Business Days of receiving such revised
Asset Status Report or until the Special Servicer makes one of the              
determinations described below. The Special Servicer may, from time to time,    
modify any Asset Status Report it has previously delivered and implement such   
report, provided such report shall have been prepared, reviewed and not rejected
pursuant to the terms of this Section. Notwithstanding the foregoing, the       
Special Servicer (i) may, following the occurrence of an extraordinary event    
with respect to the related Mortgaged Property, take any action set forth in    
such Asset Status Report (subject to the rights of the related Companion Holder 
to advise the Special Servicer with respect to, or consent to, such action      
pursuant to the terms of the related Intercreditor Agreement) before the        
expiration of a ten (10) Business Day period if the Special Servicer has        
reasonably determined that failure to take such action would materially and     
adversely affect the interests of the Certificateholders or, if a Serviced Whole
Loan is involved, the Companion Holder, and it has made a reasonable effort to  
contact the Directing Certificateholder and (ii) in any case, shall determine   
whether such affirmative disapproval is not in the best interest of all the     
Certificateholders pursuant to the Servicing Standards and upon such            
determination shall implement the action recommended in the Asset Status Report;
provided, however that such Asset Status Report does not, and is not intended to
be a, substitute for the approvals that are specifically required pursuant to   
Section 6.07.                                                                   

           Subject to the rights of the related Companion Holder to advise the
Special Servicer with respect to, or consent to, such modification, waiver or   
amendment pursuant to the terms of the related Intercreditor Agreement, the     
Special Servicer shall have the authority to meet with the Mortgagor for any    
Specially Serviced Mortgage Loan and take such actions consistent with the      
Servicing Standards and the related Asset Status Report. The Special Servicer   
shall not take any action inconsistent with the related Asset Status Report,    
unless such action would be required in order to act in accordance with the     
Servicing Standards.                                                            

      No direction or disapproval of the Directing Certificateholder
hereunder or failure of the Directing Certificateholder to consent to or approve
(including any deemed consents or approvals) any request of the Special         
Servicer, shall (a) require or cause the Special Servicer to violate the terms  
of a Specially Serviced Mortgage Loan, applicable law or any provision of this  
Agreement, including the Special Servicer's obligation to act in accordance with
the Servicing Standards and to maintain the REMIC status of each of the         
Lower-Tier REMIC and the Upper-Tier REMIC, or (b) result in the imposition of a 
"prohibited transaction" or "prohibited contribution" tax under the REMIC       
Provisions, or (c) expose the Master Servicer, the Special Servicer, the        
Depositor, the Mortgage Loan Sellers, the Trust Fund, the Trustee, the Paying   
Agent or their respective officers, directors, employees or agents to any claim,
suit or liability or (d) materially expand the scope of the Special Servicer's, 
Trustee's or the Master Servicer's responsibilities under this Agreement.       

     (e) Upon receiving notice of (i) the occurrence of the events
described in clause (iv) of the definition of Servicing Transfer Event (without 
regard to the 60 day period set forth therein), or (ii) the request by a        
Mortgagor for the amendment or modification of a Mortgage Loan or Companion Loan
which is not a Specially Serviced Mortgage Loan for which the Special Servicer  
is responsible for such amendment or modification pursuant to Section 3.08 and  
Section 3.20, the Master Servicer shall with reasonable promptness give notice  
thereof, and shall use its reasonable efforts to provide the Special Servicer   
with all information relating to the Mortgage Loan or Companion Loan and        
reasonably requested by the Special Servicer to enable it to negotiate with the 
related Mortgagor and prepare for any such proceedings. The Master Servicer     
shall use its reasonable efforts to comply with the preceding sentence within 5 
Business Days of the occurrence of each such event.                             

          Section 3.22 Sub-Servicing Agreements. (a) The Master Servicer may
enter into Sub-Servicing Agreements to provide for the performance by third     
parties of any or all of its respective obligations hereunder; provided that the
Sub-Servicing Agreement as amended or modified: (i) is consistent with this     
Agreement in all material respects and requires the Sub-Servicer to comply with 
all of the applicable conditions of this Agreement; (ii) provides that if the   
Master Servicer shall for any reason no longer act in such capacity hereunder   
(including, without limitation, by reason of an Event of Default), the Trustee  
or its designee shall thereupon assume all of the rights and, except to the     
extent they arose prior to the date of assumption, obligations of the Master    
Servicer under such agreement, or, alternatively, may act in accordance with    
Section 7.02 hereof under the circumstances described therein (subject to       
Section 3.22(g) hereof); (iii) provides that the Trustee for the benefit of the 
Certificateholders, the related Companion Holder (if applicable) and the Trustee
(as holder of the Uncertificated Lower-Tier Interests) shall be a third party   
beneficiary under such Sub-Servicing Agreement, but that (except to the extent  
the Trustee or its designee assumes the obligations of the Master Servicer      
thereunder as contemplated by the immediately preceding clause (ii)) none of the
Trust Fund, the Trustee, the Paying Agent, the Special Servicer, any successor  
Master Servicer or any Certificateholder (or the related Companion Holder, if   
applicable) shall have any duties under such Sub-Servicing Agreement or any     
liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan    
pursuant to this Agreement to terminate such Sub-Servicing Agreement with       
respect to such purchased Mortgage Loan at its option and without penalty;      
provided, however, that the Initial Sub-Servicing Agreements may only be        
terminated by the Trustee or its designees as contemplated by Section 3.22(g)   
hereof and in such additional manner and by such other Persons as is provided in
such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct   
rights of indemnification that may be satisfied out of assets of the Trust Fund;
and (vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless and
to the extent the Master Servicer is permitted hereunder to modify such Mortgage
Loan. Any successor Master Servicer hereunder shall, upon becoming successor    
Master Servicer, be assigned and shall assume any Sub-Servicing Agreements from 
the predecessor Master Servicer (subject to Section 3.22(g) hereof). In         
addition, each Sub-Servicing Agreement entered into by the Master Servicer may  
but need not provide that the obligations of the Sub-Servicer thereunder shall  
terminate with respect to any Mortgage Loan serviced thereunder at the time such
Mortgage Loan becomes a Specially Serviced Mortgage Loan; provided, however,    
that the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement    
provides for Advances by the Sub-Servicer, although it need not so provide) that
the Sub-Servicer will continue to make all Advances and calculations and prepare
all reports required under the Sub-Servicing Agreement with respect to Specially
Serviced Mortgage Loans and continue to collect its Primary Servicing Fees as if
no Servicing Transfer Event had occurred and with respect to REO Properties (and
the related REO Loans) as if no REO Acquisition had occurred and to render such 
incidental services with respect to such Specially Serviced Mortgage Loans and  
REO Properties as are specifically provided for in such Sub-Servicing Agreement.
The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing    
Agreements, and any amendments thereto and modifications thereof, entered into  
by it, in each case promptly upon its execution and delivery of such documents. 
References in this Agreement to actions taken or to be taken by the Master      
Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the
Master Servicer; and, in connection therewith, all amounts advanced by any      
Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the       
Sub-Servicer, although it need not so provide) to satisfy the obligations of the
Master Servicer hereunder to make Advances shall be deemed to have been advanced
by the Master Servicer out of its own funds and, accordingly, in such event,    
such Advances shall be recoverable by such Sub-Servicer in the same manner and  
out of the same funds as if such Sub-Servicer were the Master Servicer, and, for
so long as they are outstanding, such Advances shall accrue interest in         
accordance with Section 3.03(d), such interest to be allocable between the      
Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to
the terms of the Sub-Servicing Agreement. For purposes of this Agreement, the   
Master Servicer shall be deemed to have received any payment when a Sub-Servicer
retained by it receives such payment. The Master Servicer shall notify the      
Special Servicer, the Trustee and the Depositor in writing promptly of the      
appointment by it of any Sub-Servicer, except that the Master Servicer need not 
provide such notice as to the Initial Sub-Servicing Agreements.                 

         (b) Each Sub-Servicer shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service  
are situated, if and to the extent required by applicable law to the extent     
necessary to ensure the enforceability of the related Mortgage Loans or the     
compliance with its obligations under the Sub-Servicing Agreement and the Master
Servicer's obligations under this Agreement.                                    

     (c) As part of its servicing activities hereunder, the Master
Servicer for the benefit of the Trustee and the Certificateholders, shall (at no
expense to the Trustee, the Certificateholders or the Trust Fund) monitor the   
performance and enforce the obligations of each Sub-Servicer under the related  
Sub-Servicing Agreement. Such enforcement, including, without limitation, the   
legal prosecution of claims, termination of Sub-Servicing Agreements in         
accordance with their respective terms and the pursuit of other appropriate     
remedies, shall be in such form and carried out to such an extent and at such   
time as is in accordance with the Servicing Standards. The Master Servicer shall
have the right to remove a Sub-Servicer retained by it in accordance with the   
terms of the related Sub-Servicing Agreement.                                   

      (d) In the event the Trustee or its designee becomes successor
Master Servicer and assumes the rights and obligations of the Master Servicer   
under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall   
deliver to the assuming party all documents and records relating to such        
Sub-Servicing Agreement and the Mortgage Loans and, if applicable, Companion    
Loans then being serviced thereunder and an accounting of amounts collected and 
held on behalf of it thereunder, and otherwise use reasonable efforts to effect 
the orderly and efficient transfer of the Sub-Servicing Agreement to the        
assuming party.                                                                 

         (e) Notwithstanding the provisions of any Sub-Servicing Agreement
and this Section 3.22, except to the extent provided in Article XI with respect 
to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the     
Master Servicer shall remain obligated and responsible to the Trustee, the      
Special Servicer, holders of the Companion Loans serviced hereunder and the     
Certificateholders for the performance of its obligations and duties under this 
Agreement in accordance with the provisions hereof to the same extent and under 
the same terms and conditions as if it alone were servicing and administering   
the Mortgage Loans for which it is responsible, and the Master Servicer shall   
pay the fees of any Sub-Servicer thereunder as and when due from its own funds. 
In no event shall the Trust Fund bear any termination fee required to be paid to
any Sub-Servicer as a result of such Sub-Servicer's termination under any       
Sub-Servicing Agreement.                                                        

       (f) The Trustee shall furnish to any Sub-Servicer any powers of
attorney and other documents necessary or appropriate to enable such            
Sub-Servicer to carry out its servicing and administrative duties under any     
Sub-Servicing Agreement; provided, however, that the Trustee shall not be held  
liable for any negligence, and shall be indemnified by the Sub-Servicer, with   
respect to, or misuse of, any such power of attorney by a Sub-Servicer, and     
provided further that the use of such power of attorney by a Sub-Servicer is    
subject to the last sentence of Section 3.01(b).                                

         (g) Each Sub-Servicing Agreement shall provide that, in the event
the Trustee or any other Person becomes successor Master Servicer, the Trustee  
or such successor Master Servicer shall have the right to terminate such        
Sub-Servicing Agreement with or without cause and without a fee. Notwithstanding
the foregoing or any other contrary provision in this Agreement, the Trustee and
any successor Master Servicer shall assume each Initial Sub-Servicing Agreement 
and (i) the Initial Sub-Servicer's rights and obligations under the Initial     
Sub-Servicing Agreement shall expressly survive a termination of the Master     
Servicer's servicing rights under this Agreement; provided that the Initial     
Sub-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 Initial   
Sub-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 Initial Sub-Servicer  
hereunder and/or under the Initial Sub-Servicing Agreement, without the prior   
written consent of the Initial Sub-Servicer (which consent shall not be         
unreasonably withheld).                                                         

     (h) With respect to Mortgage Loans subject to a Sub-Servicing
Agreement, the Special Servicer shall, to the extent required, remit amounts,   
deliver reports and information, and afford access to facilities and information
to the related Sub-Servicer that would be required to be remitted, delivered or 
afforded, as the case may be, to the Master Servicer pursuant to the terms      
hereof (and within the same period of time required herein), within a sufficient
period of time to allow the Sub-Servicer to fulfill its obligations under such  
Sub-Servicing Agreement and in no event later than 1 Business Day prior to the  
applicable Determination Date (or such other date as specified herein).         

      (i) Notwithstanding any other provision of this Agreement, the
Special Servicer shall not enter into any Sub-Servicing Agreement which provides
for the performance by third parties of any or all of its obligations herein,   
without the consent of the Directing Certificateholder, except to the extent    
necessary for the Special Servicer to comply with applicable regulatory         
requirements.                                                                   

            Section 3.23 Representations, Warranties and Covenants of the Master
Servicer. (a) The Master Servicer hereby represents and warrants to the Trustee,
for its own benefit and the benefit of the Certificateholders, the related      
Serviced Companion Noteholders and to the Depositor, the Paying Agent and the   
Special Servicer, as of the Closing Date, that:                                 

         (i) The Master Servicer is a corporation, duly organized, validly
      existing and in good standing under the laws of California, and the Master
Servicer is 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;                                   

       (ii) The execution and delivery of this Agreement by the Master
Servicer, and the performance and compliance with the terms of this 
Agreement by the Master Servicer, will not (A) violate the Master   
      Servicer's organizational documents, (B) constitute a default (or an event
     which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other  
    instrument to which it is a party or which is applicable to it or any of
   its assets or (C) violate any law, rule, regulation, order, judgment or
     decree to which the Master Servicer or its property is subject, which, in
the case of either (B) or (C), is likely to materially and adversely
affect either the ability of the Master Servicer to perform its     
obligations under this Agreement or its financial condition;        

           (iii) The Master Servicer has the full power and authority to enter
    into and consummate all transactions contemplated by this Agreement, has
      duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement;                 

      (iv) This Agreement, assuming due authorization, execution and
   delivery by the Trustee, the Special Servicer, the Paying Agent and the
      Depositor, constitutes a valid, legal and binding obligation of the Master
    Servicer, enforceable against the Master Servicer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency,     
 reorganization, receivership, moratorium and other laws affecting the
     enforcement of creditors' rights generally, and (B) general principles of
equity, regardless of whether such enforcement is considered in a   
proceeding in equity or at law;                                     

         (v) The Master Servicer is not in violation of, and its 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, order
   or decree of any court or arbiter, or any order regulation or demand of
   any federal, state or local governmental or regulatory authority, which
      violation, in the Master Servicer's good faith and reasonable judgment, is
      likely to materially and adversely affect either the ability of the Master
     Servicer to perform its obligations under this Agreement or the financial
condition of the Master Servicer;                                   

   (vi) No litigation is pending or, to the best of the Master
     Servicer's knowledge, threatened against the Master Servicer, the outcome
  of which, in the Master Servicer's good faith and reasonable judgment,
      could reasonably be expected to prohibit the Master Servicer from entering
     into this Agreement or materially and adversely affect either the ability
   of the Master Servicer to perform its obligations under this Agreement;

    (vii) The Master Servicer has errors and omissions insurance
coverage which is in full force and effect and complies with the    
requirements of Section 3.07 hereof; and                            

          (viii) No consent, approval, authorization or order, registration,
    filing with or notice to any governmental authority or court is required
      under federal or state law, for the execution, delivery and performance by
the Master Servicer, or compliance by the Master Servicer with, this
  Agreement or the consummation of any transactions contemplated hereby,
    other than (A) such consents, approvals, authorizations, qualifications,
    registrations, filings or notices as have been obtained or made prior to
  the actual performance by the Master Servicer of its obligations under
this Agreement and (B) where the lack of such consent, approval,    
  authorization, qualification, registration, filing or notice would not
    have a material adverse effect on the performance by the Master Servicer
under this Agreement.                                               

         (b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement.                

     Section 3.24 Representations, Warranties and Covenants of the
Special Servicer. (a) The Special Servicer hereby represents, warrants and      
covenants to the Trustee, for its own benefit and the benefit of the            
Certificateholders, the related Serviced Companion Noteholders, the Depositor   
and the Master Servicer, as of the Closing Date, that:                          

         (i) The Special Servicer is a corporation duly organized, validly
existing and in good standing under the laws of the state of its    
     incorporation, and the Special Servicer is 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;          

        (ii) The execution and delivery of this Agreement by the Special
Servicer, and the performance and compliance with the terms of this 
Agreement by the Special Servicer, do not (A) violate the Special   
Servicer's organizational documents or articles of incorporation, as
   applicable, and by laws or (B) constitute a default (or an event which,
     with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material
    instrument to which it is a party or which is applicable to it or any of
    its assets, or (C) violate any law, rule, regulation, order, judgment or
      decree to which the Special Servicer or its property is subject, which, in
the case of either (B) or (C), is likely to materially and adversely
affect either the ability of the Special Servicer to perform its    
obligations under this Agreement or its financial condition;        

            (iii) The Special Servicer has the full power and authority to enter
      into and consummate all transactions to be performed by it contemplated by
this Agreement, has duly authorized the execution, delivery and     
   performance of this Agreement, and has duly executed and delivered this
Agreement;                                                          

      (iv) This Agreement, assuming due authorization, execution and
delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Special Servicer, enforceable against the 
Special Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership,    
    moratorium and other laws affecting the enforcement of creditors' rights
  generally, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law; 

           (v) The Special Servicer is not in default with respect to any law,
   any order or decree of any court, or any order, regulation or demand of
   any federal, state, local or governmental agency, which default, in the
Special Servicer's reasonable judgment is likely to materially and  
 adversely affect the financial condition or operations of the Special
     Servicer or its properties taken as a whole or its ability to perform its
duties and obligations hereunder;                                   

    (vi) No litigation is pending or, to the best of the Special
     Servicer's knowledge, threatened against the Special Servicer which would
      prohibit the Special Servicer from entering into this Agreement or, in the
Special Servicer's good faith and reasonable judgment is likely to  
  materially and adversely affect the ability of the Special Servicer to
perform its obligations under this Agreement;                       

          (vii) The Special Servicer has errors and omissions coverage which
     is in full force and effect and complies with the requirements of Section
3.07 hereof; and                                                    

           (viii) No consent, approval, authorization or order of any court or
      governmental agency or body under federal or state law is required for the
      execution, delivery and performance by the Special Servicer, or compliance
   by the Special Servicer with, this Agreement or the consummation of the
transactions of the Special Servicer contemplated by this Agreement,
   except for any consent, approval, authorization or order which has been
      obtained or can be obtained prior to the actual performance by the Special
Servicer of its obligations under this Agreement, and which, if not 
     obtained would not have a materially adverse effect on the ability of the
Special Servicer to perform its obligations hereunder.              

         (b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement.                

           Section 3.25 Interest Reserve Account. (a) On each P&I Advance Date
relating to any Interest Accrual Period ending in any January and on any P&I    
Advance Date which occurs in a year which is not a leap year relating to any    
Interest Accrual Period ending in any December (unless in either such case, the 
related Distribution Date is the final Distribution Date), the Paying Agent, in 
respect of the Actual/360 Mortgage Loans, shall deposit into the Interest       
Reserve Account, an amount equal to one day's interest on the Stated Principal  
Balance of the Interest Reserve Loans as of the Due Date occurring in the month 
preceding the month in which such P&I Advance Date occurs at the related Net    
Mortgage Rate, to the extent a full Monthly Payment or P&I Advance is made in   
respect thereof (all amounts so deposited in any consecutive February and       
January, "Withheld Amounts").                                                   

            (b) On each P&I Advance Date occurring in March (or February, if the
related Distribution Date is the final Distribution Date), the Paying Agent     
shall withdraw, from the Interest Reserve Account an amount equal to the        
Withheld Amounts from the preceding January and February (if applicable), if    
any, and deposit such amount into the Lower-Tier Distribution Account.          

Section 3.26 [Reserved].                                

    Section 3.27 Directing Certificateholder Contact with Master
Servicer and Special Servicer. No less often than on a monthly basis, each of   
the Master Servicer and the Special Servicer shall, without charge, make a      
knowledgeable Servicing Officer via telephone available to verbally answer      
questions from the Directing Certificateholder 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.           

       Section 3.28 Controlling Class Certificateholders and Directing
Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a)
Each Controlling Class Certificateholder is hereby deemed to have agreed by     
virtue of its purchase of a Certificate to provide its name and address to the  
Paying Agent and to notify the Master Servicer, the Paying Agent and Special    
Servicer of the transfer of any Certificate of a Controlling Class, the         
selection of a Directing Certificateholder or the resignation or removal        
thereof. The Directing Certificateholder is hereby deemed to have agreed by     
virtue of its purchase of a Certificate to notify the Master Servicer, Special  
Servicer and Paying Agent when such Certificateholder is appointed Directing    
Certificateholder and when it is removed or resigns. To the extent there is only
one Controlling Class Certificateholder and it is also the Special Servicer, it 
shall be the Directing Certificateholder.                                       

         (b) Once a Directing Certificateholder has been selected, each of
the Master Servicer, the Special Servicer, the Depositor, the Trustee, the      
Paying Agent and each other Certificateholder (or Certificate Owner, if         
applicable) shall be entitled to rely on such selection unless a majority of the
Controlling Class Certificateholders, by Certificate Balance, or such Directing 
Certificateholder shall have notified the Master Servicer, Special Servicer, the
Trustee, the Paying Agent and each other Controlling Class Certificateholder, in
writing, of the resignation of such Directing Certificateholder or the selection
of a new Directing Certificateholder. Upon the resignation of a Directing       
Certificateholder, the Paying Agent shall request the Controlling Class         
Certificateholders to select a new Directing Certificateholder.                 

        (c) Until it receives notice to the contrary, each of the Master
Servicer, the Special Servicer, the Paying Agent and the Trustee shall be       
entitled to rely on the most recent notification with respect to the identity of
the Controlling Class Certificateholder and the Directing Certificateholder.    

            (d) Upon request, the Paying Agent shall deliver to the Trustee, the
Special Servicer and the Master Servicer a list of each Controlling Class       
Certificateholder and the Directing Certificateholder, including names and      
addresses. In addition to the foregoing, within two (2) Business Days of        
receiving notice of the selection of a new Directing Certificateholder or the   
existence of a new Controlling Class Certificateholder, the Paying Agent shall  
notify the Trustee, the Master Servicer and the Special Servicer.               
Notwithstanding the foregoing, Anthracite Capital, Inc. shall be the initial    
Directing Certificateholder and shall remain so until a successor is appointed  
pursuant to the terms of this Agreement.                                        

    Until it receives notice to the contrary, each of the Master
Servicer, the Special Servicer, the Paying Agent and the Trustee shall be       
entitled to rely on the preceding sentence with respect to the identity of the  
Directing Certificateholder.                                                    

            (e) If at any time a Book-Entry Certificate belongs to a Controlling
Class, the Paying Agent shall notify the related Certificateholders (through the
Depository) of such event.                                                      

  (f) Each Certificateholder acknowledges and agrees, by its
acceptance of its Certificates, that: (i) the Directing Certificateholder may   
have special relationships and interests that conflict with those of Holders of 
one or more Classes of Certificates; (ii) the Directing Certificateholder may   
act solely in the interests of the Holders of the Controlling Class; (iii) the  
Directing Certificateholder does not have any liability or duties to the Holders
of any Class of Certificates other than the Controlling Class; (iv) the         
Directing Certificateholder may take actions that favor interests of the Holders
of the Controlling Class over the interests of the Holders of one or more other 
Classes of Certificates; and (v) the Directing Certificateholder shall have no  
liability whatsoever (other than to a Controlling Class Certificateholder) for  
having so acted, and no Certificateholder may take any action whatsoever against
the Directing Certificateholder or any director, officer, employee, agent or    
principal thereof for having so acted.                                          

            (g) All requirements of the Master Servicer and the Special Servicer
to provide notices, reports, statements or other information (including the     
access to information on a website) provided to the Directing Certificateholder 
contained in this Agreement shall also apply to each Companion Holder with      
respect to information relating to the related AB Mortgage Loan or a Serviced   
Whole Loan, as applicable.                                                      

        (h) Until it receives notice to the contrary, each of the Master
Servicer, the Special Servicer, the Paying Agent and the Trustee shall be       
entitled to rely on the most recent notification with respect to the identity of
the Controlling Class Certificateholder and the Directing Certificateholder.    

      (i) With respect to a Serviced Whole Loan and any approval and
consent rights in this Agreement with respect to the Serviced Whole Loan, the   
related Serviced Whole Loan Controlling Holder shall exercise such rights in    
accordance with the related Intercreditor Agreement.                            

          Section 3.29 Intercreditor Agreements. Each of the Master Servicer
and Special Servicer acknowledges and agrees that each Serviced Whole Loan being
serviced under this Agreement and each Mortgage Loan with mezzanine debt is     
subject to the terms and provisions of the related Intercreditor Agreement and  
each agrees to service each such Serviced Whole Loan and each Mortgage Loan with
mezzanine debt in accordance with the related Intercreditor Agreement and this  
Agreement, including, without limitation, effecting distributions and allocating
reimbursement of expenses in accordance with the related Intercreditor Agreement
and, in the event of any conflict between the provisions of this Agreement and  
the related Intercreditor Agreement, the related Intercreditor Agreement shall  
govern. Notwithstanding anything contrary in this Agreement, each of the Master 
Servicer and Special Servicer agrees not to take any action with respect to a   
Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related       
Mortgaged Property without the prior consent of the related Companion Holder or 
mezzanine lender, as applicable, to the extent that the related Intercreditor   
Agreement provides that such Companion Holder or mezzanine lender, as           
applicable, is required to consent to such action. Each of the Master Servicer  
and Special Servicer acknowledges and agrees that each Companion Holder and     
mezzanine lender or its respective designee has the right to purchase the       
related Mortgage Loan pursuant to the terms and conditions of the related       
Intercreditor Agreement to the extent provided for therein.                     

        Notwithstanding any provision of this Agreement to the contrary,
consistent with the Servicing Standards, the servicing rights and obligations of
the Special Servicer with respect to the Mezz Cap AB Companion Loans will be    
limited pursuant to the terms of the related Mezz Cap AB Intercreditor Agreement
prior to, or after the discontinuance of, a "Material Default" (as defined in   
Section 3(b) of such Intercreditor Agreement).                                  

           Neither the Master Servicer nor the Special Servicer shall have any
liability for any cost, claim or damage that arises from any entitlement in     
favor of a Companion Holder or mezzanine lender under the related Intercreditor 
Agreement or conflict between the terms of this Agreement and the terms of such 
Intercreditor Agreement. Notwithstanding any provision of any Intercreditor     
Agreement that may otherwise require the Master Servicer or the Special Servicer
to abide by any instruction or direction of a Companion Holder or mezzanine     
lender, neither the Master Servicer nor the Special Servicer shall be required  
to comply with any instruction or direction the compliance with which requires  
an Advance that constitutes or would constitute a Nonrecoverable Advance. In no 
event shall any expense arising from compliance with an Intercreditor Agreement 
constitute an expense to be borne by the Master Servicer or Special Servicer for
its own account without reimbursement. In no event shall the Master Servicer or 
the Special Servicer be required to consult with or obtain the consent of any   
Companion Holder or mezzanine lender unless such Companion Holder or mezzanine  
lender has delivered notice of its identity and contact information to each of  
the parties to this Agreement (upon which notice each of the parties to this    
Agreement shall be conclusively entitled to rely). As of the Closing Date, the  
contact information for the Companion Holders and mezzanine lenders is as set   
forth in the related Intercreditor Agreement, or as otherwise set forth in      
Section 12.05 of this Agreement. In no event shall the Master Servicer or the   
Special Servicer be required to consult with or obtain the consent of a new     
Directing Certificateholder or a new Controlling Class Certificateholder if the 
Paying Agent has not delivered notice to the Master Servicer or the Special     
Servicer as required under Section 3.28(d).                                     

   No direction or disapproval of the Companion Holders or the
mezzanine lenders shall (a) require or cause the Master Servicer or Special     
Servicer to violate the terms of a Mortgage Loan, applicable law or any         
provision of this Agreement, including the Master Servicer's or Special         
Servicer's obligation to act in accordance with the Servicing Standards and to  
maintain the REMIC status of each of the Lower-Tier REMIC and the Upper-Tier    
REMIC or (b) result in the imposition of a "prohibited transaction" or          
"prohibited contribution" tax under the REMIC Provisions, or (c) materially     
expand the scope of the Special Servicer's, Trustee's, the Paying Agent's or the
Master Servicer's responsibilities under this Agreement.                        

            Section 3.30 Companion Paying Agent. (a) With respect to each of the
Companion Loans, the Master Servicer shall be the Companion Paying Agent        
hereunder. The Companion Paying Agent undertakes to perform such duties and only
such duties as are specifically set forth herein.                               

            (b) No provision of this Agreement shall be construed to relieve the
Companion Paying Agent from liability for its negligent failure to act, bad     
faith or its own willful misfeasance; provided, however, that the duties and    
obligations of the Companion Paying Agent shall be determined solely by the     
express provisions of this Agreement. The Companion Paying Agent shall not be   
liable except for the performance of such duties and obligations, no implied    
covenants or obligations shall be read into this Agreement against Companion    
Paying Agent. In the absence of bad faith on the part of the Companion Paying   
Agent, the Companion Paying Agent may conclusively rely, as to the truth and    
correctness of the statements or conclusions expressed therein, upon any        
resolutions, certificates, statements, opinions, reports, documents, orders or  
other instrument furnished to the Companion Paying Agent by any Person and which
on their face do not contradict the requirements of this Agreement.             

            (c) In the case of each of the Companion Loans, upon the resignation
or removal of the Master Servicer pursuant to Article VII of this Agreement, the
Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously  
to resign or be removed.                                                        

           (d) This Section shall survive the termination of this Agreement or
the resignation or removal of the Companion Paying Agent, as regards rights     
accrued prior to such resignation or removal.                                   

         Section 3.31 Companion Register. The Companion Paying Agent shall
maintain a register (the "Companion Register") with respect to each Serviced    
Companion Loan on which it will record the names and address of, and wire       
transfer instructions for, the Companion Holders from time to time, to the      
extent such information is provided in writing to it by each Companion Holder.  
The initial Companion Holders, along with their respective name and address, are
listed on Exhibit Q hereto. In the event a Companion Holder transfers a         
Companion Loan without notice to the Companion Paying Agent, the Companion      
Paying Agent shall have no liability for any misdirected payment in the         
Companion Loan and shall have no obligation to recover and redirect such        
payment.                                                                        

      The Companion Paying Agent shall promptly provide the name and
address of the Companion Holder to any party hereto or any successor Companion  
Holder upon written request and any such Person may, without further            
investigation, conclusively rely upon such information. The Companion Paying    
Agent shall have no liability to any Person for the provision of any such name  
and address.                                                                    

Section 3.32 [Reserved].                                

          Section 3.33 Certain Matters Relating to the Non-Serviced Mortgage
Loans. In the event that any of the applicable Non-Serviced Trustee, the        
applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special  
Servicer shall be replaced in accordance with the terms of the applicable       
Non-Serviced Pooling Agreement, the Master Servicer and the Special Servicer    
shall acknowledge its successor as the successor to the applicable Non-Serviced 
Trustee, the applicable Non-Serviced Master Servicer or the applicable          
Non-Serviced Special Servicer, as the case may be.                              

[End of Article III]

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

         Section 4.01 Distributions. (a) On each Distribution Date, to the
extent of the Available Distribution Amount for such Distribution Date, the     
Paying Agent shall be deemed to transfer the Lower-Tier Distribution Amount from
the Lower-Tier Distribution Account to the Upper-Tier Distribution Account in   
the amounts and priorities set forth in Section 4.01(b) with respect to each    
Class of Uncertificated Lower-Tier Interests, and immediately thereafter, shall 
make distributions thereof from the Upper-Tier Distribution Account in the      
following order of priority, satisfying in full, to the extent required and     
possible, each priority before making any distribution with respect to any      
succeeding priority:                                                            

          (i) first, to the Holders of the Class A-1 Certificates, the Class
     A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
     the Class A-SB Certificates, the Class X-1 Certificates and the Class X-2
Certificates, pro rata (based upon their respective entitlements to 
  interest for such Distribution Date), in respect of interest, up to an
    amount equal to the aggregate Interest Distribution Amount in respect of
such Classes of Certificates for such Distribution Date;            

            (ii) second, to the Holders of the Class A-1 Certificates, the Class
    A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates
    and the Class A-SB Certificates in reduction of the Certificate Balances
    thereof: (1) first, to the Holders of the Class A-SB Certificates, in an
 amount up to the Principal Distribution Amount, until the outstanding
      Certificate Balance of the Class A-SB Certificates has been reduced to the
   Class A-SB Planned Principal Balance; (2) second, to the Holders of the
 Class A-1 Certificates, in an amount up to the Principal Distribution
Amount, until the outstanding Certificate Balance of the Class A-1  
   Certificates has been reduced to zero; (3) third, to the Holders of the
 Class A-2 Certificates, in an amount up to the Principal Distribution
Amount, until the outstanding Certificate Balance of the Class A-2  
    Certificates has been reduced to zero; (4) fourth, to the Holders of the
 Class A-3 Certificates, in an amount up to the Principal Distribution
Amount, until the outstanding Certificate Balance of the Class A-3  
   Certificates has been reduced to zero; (5) fifth, to the Holders of the
 Class A-4 Certificates, in an amount up to the Principal Distribution
Amount, until the outstanding Certificate Balance of the Class A-4  
   Certificates has been reduced to zero; and (6) sixth, to the Holders of
      the Class A-SB Certificates, in an amount up to the Principal Distribution
Amount, until the outstanding Certificate Balance of the Class A-SB 
Certificates has been reduced to zero;                              

            (iii) third, to the Holders of the Class A-1 Certificates, Class A-2
  Certificates, Class A-3 Certificates, Class A-4 Certificates and Class
A-SB Certificates, pro rata (based upon the aggregate unreimbursed  
Collateral Support Deficit allocated to each such Class), until all 
amounts of Collateral Support Deficit previously allocated to such  
 Classes, but not previously reimbursed, have been reimbursed in full;

     (iv) fourth, to the Holders of the Class A-M Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
 Distribution Amount in respect of such Class of Certificates for such
Distribution Date;                                                  

(v) fifth, after the Certificate Balances of the Class A
   Certificates have been reduced to zero, to the Holders of the Class A-M
     Certificates, in reduction of the Certificate Balances thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof  
    remaining after any distributions in respect of the Class A Certificates
    on such Distribution Date), until the outstanding Certificate Balance of
the Class A-M Certificates has been reduced to zero;                

           (vi) sixth, to the Holders of the Class A-M Certificates, until all
   amounts of Collateral Support Deficit previously allocated to the Class
    A-M Certificates, but not previously reimbursed, have been reimbursed in
full;                                                               

           (vii) seventh, to the Holders of Class A-J Certificates, in respect
     of interest, up to an amount equal to the aggregate Interest Distribution
 Amount in respect of such Class of Certificates for such Distribution
Date;                                                               

    (viii) eighth, after the Certificate Balances of the Class A
     Certificates and Class A-M Certificates have been reduced to zero, to the
  Holders of the Class A-J Certificates, in reduction of the Certificate
     Balance thereof, an amount equal to the Principal Distribution Amount (or
   the portion thereof remaining after any distributions in respect of the
    Class A Certificates and the Class A-M Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class A-J   
Certificates has been reduced to zero;                              

           (ix) ninth, to the Holders of the Class A-J Certificates, until all
   amounts of Collateral Support Deficit previously allocated to the Class
   A-J Certificates but not previously reimbursed, have been reimbursed in
full;                                                               

            (x) tenth, to the Holders of the Class B Certificates, in respect of
  interest, up to an amount equal to the aggregate Interest Distribution
 Amount in respect of such Class of Certificates for such Distribution
Date;                                                               

    (xi) eleventh, after the Certificate Balances of the Class A
      Certificates, Class A-M Certificates, and Class A-J Certificates have been
     reduced to zero, to the Holders of the Class B Certificates, in reduction
of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any     
distributions in respect of the Class A Certificates, Class A-M     
     Certificates and Class A-J Certificates on such Distribution Date), until
    the outstanding Certificate Balance of the Class B Certificates has been
reduced to zero;                                                    

            (xii) twelfth, to the Holders of the Class B Certificates, until all
     amounts of Collateral Support Deficit previously allocated to the Class B
      Certificates, but not previously reimbursed, have been reimbursed in full;

         (xiii) thirteenth, to the Holders of the Class C Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
 Distribution Amount in respect of such Class of Certificates for such
Distribution Date;                                                  

       (xiv) fourteenth, after the Certificate Balances of the Class A
    Certificates, Class A-M Certificates, Class A-J Certificates and Class B
 Certificates have been reduced to zero, to the Holders of the Class C
    Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof  
     remaining after any distributions in respect of the Class A Certificates,
Class A-M Certificates, the Class A-J Certificates and Class B      
      Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class C Certificates has been reduced to zero;       

         (xv) fifteenth, to the Holders of the Class C Certificates, until
 all amounts of Collateral Support Deficit previously allocated to the
     Class C Certificates, but not previously reimbursed, have been reimbursed
in full;                                                            

       (xvi) sixteenth, to the Holders of the Class D Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
 Distribution Amount in respect of such Class of Certificates for such
Distribution Date;                                                  

         (xvii) seventeenth, after the Certificate Balances of the Class A
 Certificates, Class A-M Certificates, Class A-J Certificates, Class B
   Certificates and Class C Certificates have been reduced to zero, to the
Holders of the Class D Certificates, in reduction of the Certificate
     Balance thereof, an amount equal to the Principal Distribution Amount (or
   the portion thereof remaining after any distributions in respect of the
 Class A Certificates, Class A-M Certificates, Class A-J Certificates,
     Class B Certificates and Class C Certificates on such Distribution Date),
     until the outstanding Certificate Balance of the Class D Certificates has
been reduced to zero;                                               

       (xviii) eighteenth, to the Holders of the Class D Certificates,
   until all amounts of Collateral Support Deficit previously allocated to
the Class D Certificates, but not previously reimbursed, have been  
reimbursed in full;                                                 

        (xix) nineteenth, to the Holders of the Class E Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
 Distribution Amount in respect of such Class of Certificates for such
Distribution Date;                                                  

     (xx) twentieth, after the Certificate Balances of the Class A
 Certificates, Class A-M Certificates, Class A-J Certificates, Class B
 Certificates, Class C Certificates and Class D Certificates have been
     reduced to zero, to the Holders of the Class E Certificates, in reduction
of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any     
distributions in respect of the Class A Certificates, Class A-M     
Certificates, Class A-J Certificates, Class B Certificates, Class C 
   Certificates and Class D Certificates on such Distribution Date), until
    the outstanding Certificate Balance of the Class E Certificates has been
reduced to zero;                                                    

       (xxi) twenty-first, to the Holders of the Class E Certificates,
   until all amounts of Collateral Support Deficit previously allocated to
the Class E Certificates, but not previously reimbursed, have been  
reimbursed in full;                                                 

            (xxii) twenty-second, to the Holders of the Class F Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
 Distribution Amount in respect of such Class of Certificates for such
Distribution Date;                                                  

           (xxiii) twenty-third, after the Certificate Balances of the Class A
 Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates and Class E
 Certificates have been reduced to zero, to the Holders of the Class F
    Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof  
     remaining after any distributions in respect of the Class A Certificates,
 Class A-M Certificates, Class A-J Certificates, Class B Certificates,
  Class C Certificates, Class D Certificates and Class E Certificates on
     such Distribution Date), until the outstanding Certificate Balance of the
Class F Certificates has been reduced to zero;                      

         (xxiv) twenty-fourth, to the Holders of the Class F Certificates,
   until all amounts of Collateral Support Deficit previously allocated to
the Class F Certificates, but not previously reimbursed, have been  
reimbursed in full;                                                 

         (xxv) twenty-fifth, to the Holders of the Class G Certificates in
respect of interest, up to an amount equal to the aggregate Interest
 Distribution Amount in respect of such Class of Certificates for such
Distribution Date;                                                  

          (xxvi) twenty-sixth, after the Certificate Balances of the Class A
 Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E   
   Certificates and Class F Certificates have been reduced to zero, to the
Holders of the Class G Certificates, in reduction of the Certificate
     Balance thereof, an amount equal to the Principal Distribution Amount (or
   the portion thereof remaining after any distributions in respect of the
 Class A Certificates, Class A-M Certificates, Class A-J Certificates,
     Class B Certificates, Class C Certificates, Class D Certificates, Class E
   Certificates and Class F Certificates on such Distribution Date), until
    the outstanding Certificate Balance of the Class G Certificates has been
reduced to zero;                                                    

           (xxvii) twenty-seventh, to the Holders of the Class G Certificates,
   until all amounts of Collateral Support Deficit previously allocated to
the Class G Certificates, but not previously reimbursed, have been  
reimbursed in full;                                                 

          (xxviii) twenty-eighth, to the Holders of the Class H Certificates
   in respect of interest, up to an amount equal to the aggregate Interest
 Distribution Amount in respect of such Class of Certificates for such
Distribution Date;                                                  

          (xxix) twenty-ninth, after the Certificate Balances of the Class A
 Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E   
 Certificates, Class F Certificates and Class G Certificates have been
     reduced to zero, to the Holders of the Class H Certificates, in reduction
of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any     
distributions in respect of the Class A Certificates, Class A-M     
Certificates, Class A-J Certificates, Class B Certificates, Class C 
Certificates, Class D Certificates, Class E Certificates, Class F   
   Certificates and Class G Certificates on such Distribution Date), until
    the outstanding Certificate Balance of the Class H Certificates has been
reduced to zero;                                                    

          (xxx) thirtieth, to the Holders of the Class H Certificates, until
 all amounts of Collateral Support Deficit previously allocated to the
     Class H Certificates, but not previously reimbursed, have been reimbursed
in full;                                                            

          (xxxi) thirty-first, to the Holders of the Class J Certificates in
respect of interest, up to an amount equal to the aggregate Interest
 Distribution Amount in respect of such Class of Certificates for such
Distribution Date;                                                  

            (xxxii) thirty-second, after the Certificate Balances of the Class A
 Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E   
Certificates, Class F Certificates, Class G Certificates and Class H
 Certificates have been reduced to zero, to the Holders of the Class J
    Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof  
     remaining after any distributions in respect of the Class A Certificates,
 Class A-M Certificates, Class A-J Certificates, Class B Certificates,
     Class C Certificates, Class D Certificates, Class E Certificates, Class F
Certificates, Class G Certificates and Class H Certificates on such 
      Distribution Date), until the outstanding Certificate Balance of the Class
J Certificates has been reduced to zero;                            

          (xxxiii) thirty-third, to the Holders of the Class J Certificates,
   until all amounts of Collateral Support Deficit previously allocated to
the Class J Certificates, but not previously reimbursed, have been  
reimbursed in full;                                                 

            (xxxiv) thirty-fourth, to the Holders of the Class K Certificates in
respect of interest, up to an amount equal to the aggregate Interest
 Distribution Amount in respect of such Class of Certificates for such
Distribution Date;                                                  

          (xxxv) thirty-fifth, after the Certificate Balances of the Class A
 Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E   
Certificates, Class F Certificates, Class G Certificates, Class H   
   Certificates and Class J Certificates have been reduced to zero, to the
Holders of the Class K Certificates, in reduction of the Certificate
     Balance thereof, an amount equal to the Principal Distribution Amount (or
   the portion thereof remaining after any distributions in respect of the
 Class A Certificates, Class A-M Certificates, Class A-J Certificates,
     Class B Certificates, Class C Certificates, Class D Certificates, Class E
Certificates, Class F Certificates, Class G Certificates, Class H   
   Certificates and Class J Certificates on such Distribution Date), until
    the outstanding Certificate Balance of the Class K Certificates has been
reduced to zero;                                                    

         (xxxvi) thirty-sixth, to the Holders of the Class K Certificates,
   until all amounts of Collateral Support Deficit previously allocated to
the Class K Certificates, but not previously reimbursed, have been  
reimbursed in full;                                                 

           (xxxvii) thirty-seventh, to the Holders of the Class L Certificates
   in respect of interest, up to an amount equal to the aggregate Interest
 Distribution Amount in respect of such Class of Certificates for such
Distribution Date;                                                  

            (xxxviii) thirty-eighth, after the Certificate Balances of the Class
   A Certificates, Class A-M Certificates, Class A-J 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 and Class K Certificates have been
     reduced to zero, to the Holders of the Class L Certificates, in reduction
of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any     
distributions in respect of the Class A Certificates, Class A-M     
Certificates, Class A-J 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 and Class K Certificates a on such Distribution Date), until
    the outstanding Certificate Balance of the Class L Certificates has been
reduced to zero;                                                    

         (xxxix) thirty-ninth, to the Holders of the Class L Certificates,
   until all amounts of Collateral Support Deficit previously allocated to
the Class L Certificates, but not previously reimbursed, have been  
reimbursed in full;                                                 

            (xl) fortieth, to the Holders of the Class M Certificates in respect
     of interest, up to an amount equal to the aggregate Interest Distribution
 Amount in respect of such Class of Certificates for such Distribution
Date;                                                               

        (xli) forty-first, after the Certificate Balances of the Class A
 Certificates, Class A-M Certificates, Class A-J 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 and Class L
 Certificates have been reduced to zero, to the Holders of the Class M
    Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof  
     remaining after any distributions in respect of the Class A Certificates,
 Class A-M Certificates, Class A-J 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 and Class L Certificates on such 
      Distribution Date), until the outstanding Certificate Balance of the Class
M Certificates has been reduced to zero;                            

        (xlii) forty-second, to the Holders of the Class M Certificates,
   until all amounts of Collateral Support Deficit previously allocated to
the Class M Certificates, but not previously reimbursed, have been  
reimbursed in full;                                                 

          (xliii) forty-third, to the Holders of the Class N Certificates in
respect of interest, up to an amount equal to the aggregate Interest
 Distribution Amount in respect of such Class of Certificates for such
Distribution Date;                                                  

          (xliv) forty-fourth, after the Certificate Balances of the Class A
 Certificates, Class A-M Certificates, Class A-J 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 and Class M Certificates have been reduced to zero, to the
Holders of the Class N Certificates, in reduction of the Certificate
     Balance thereof, an amount equal to the Principal Distribution Amount (or
   the portion thereof remaining after any distributions in respect of the
 Class A Certificates, Class A-M Certificates, Class A-J 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 and Class M Certificates on such Distribution Date), until
    the outstanding Certificate Balance of the Class N Certificates has been
reduced to zero;                                                    

            (xlv) forty-fifth, to the Holders of the Class N Certificates, until
 all amounts of Collateral Support Deficit previously allocated to the
     Class N Certificates, but not previously reimbursed, have been reimbursed
in full;                                                            

         (xlvi) forty-sixth, to the Holders of the Class P Certificates in
respect of interest, up to an amount equal to the aggregate Interest
 Distribution Amount in respect of such Class of Certificates for such
Distribution Date;                                                  

            (xlvii) forty-seventh, after the Certificate Balances of the Class A
 Certificates, Class A-M Certificates, Class A-J 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 and Class N Certificates have been
     reduced to zero, to the Holders of the Class P Certificates, in reduction
of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any     
distributions in respect of the Class A Certificates, Class A-M     
Certificates, Class A-J 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 and Class N Certificates on such Distribution Date), until
    the outstanding Certificate Balance of the Class P Certificates has been
reduced to zero;                                                    

          (xlviii) forty-eighth, to the Holders of the Class P Certificates,
   until all amounts of Collateral Support Deficit previously allocated to
the Class P Certificates, but not previously reimbursed, have been  
reimbursed in full;                                                 

         (xlix) forty-ninth, to the Holders of the Class Q Certificates in
respect of interest, up to an amount equal to the aggregate Interest
 Distribution Amount in respect of such Class of Certificates for such
Distribution Date;                                                  

   (l) fiftieth, after the Certificate Balances of the Class A
 Certificates, Class A-M Certificates, Class A-J 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 and Class P
 Certificates have been reduced to zero, to the Holders of the Class Q
    Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof  
     remaining after any distributions in respect of the Class A Certificates,
 Class A-M Certificates, Class A-J 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 and Class P Certificates on such 
      Distribution Date), until the outstanding Certificate Balance of the Class
Q Certificates has been reduced to zero;                            

           (li) fifty-first, to the Holders of the Class Q Certificates, until
 all amounts of Collateral Support Deficit previously allocated to the
     Class Q Certificates, but not previously reimbursed, have been reimbursed
in full;                                                            

         (lii) fifty-second, to the Holders of the Class T Certificates in
respect of interest, up to an amount equal to the aggregate Interest
 Distribution Amount in respect of such Class of Certificates for such
Distribution Date;                                                  

         (liii) fifty-third, after the Certificate Balances of the Class A
 Certificates, Class A-M Certificates, Class A-J 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 P   
   Certificates and Class Q Certificates have been reduced to zero, to the
Holders of the Class T Certificates, in reduction of the Certificate
     Balance thereof, an amount equal to the Principal Distribution Amount (or
   the portion thereof remaining after any distributions in respect of the
 Class A Certificates, Class A-M Certificates, Class A-J 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 P   
   Certificates and Class Q Certificates on such Distribution Date), until
    the outstanding Certificate Balance of the Class T Certificates has been
reduced to zero;                                                    

       (liv) fifty-fourth, to the Holders of the Class T Certificates,
   until all amounts of Collateral Support Deficit previously allocated to
the Class T Certificates, but not previously reimbursed, have been  
reimbursed in full;                                                 

        (lv) fifty-fifth, to the Holders of the Class NR Certificates in
respect of interest, up to an amount equal to the aggregate Interest
 Distribution Amount in respect of such Class of Certificates for such
Distribution Date;                                                  

        (lvi) fifty-sixth, after the Certificate Balances of the Class A
 Certificates, Class A-M Certificates, Class A-J 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 P   
 Certificates, Class Q Certificates and Class T Certificates have been
      reduced to zero, to the Holders of the Class NR Certificates, in reduction
of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any     
distributions in respect of the Class A Certificates, Class A-M     
Certificates, Class A-J 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 P Certificates, Class Q   
   Certificates and Class T Certificates on such Distribution Date), until
     the outstanding Certificate Balance of the Class NR Certificates has been
reduced to zero;                                                    

          (lvii) fifty-seventh, to the Holders of the Class NR Certificates,
   until all amounts of Collateral Support Deficit previously allocated to
the Class NR Certificates, but not previously reimbursed, have been 
reimbursed in full; and                                             

         (lviii) fifty-eighth, to the Holders of the Class R Certificates,
     the amount, if any, of the Available Distribution Amount remaining in the
   Upper-Tier Distribution Account with respect to such Distribution Date.

          If, in connection with any Distribution Date, the Paying Agent has
reported the amount of an anticipated distribution to DTC based on the receipt  
of payments as of the Determination Date and additional Monthly Payments,       
balloon payments or unscheduled principal payments are subsequently received by 
the Master Servicer and required to be part of the Available Distribution Amount
for such Distribution Date, the Master Servicer shall promptly notify the Paying
Agent and the Paying Agent will use commercially reasonable efforts to cause DTC
to make the revised distribution on a timely basis on such Distribution Date.   
None of the Master Servicer, the Special Servicer or the Paying Agent shall be  
liable or held responsible for any resulting delay in the making of such        
distribution to Certificateholders solely on the basis of the actions described 
in the preceding sentence.                                                      

     (b) On each Distribution Date, each Uncertificated Lower-Tier
Interest shall be deemed to receive distributions in respect of principal or    
reimbursement of Collateral Support Deficit in an amount equal to the amount of 
principal or reimbursement of Collateral Support Deficit actually distributable 
to its respective Related Certificates as provided in Sections 4.01(a), 4.01(c) 
and 4.01(d) (in the case of (i) the Class A-1 Certificates, first, to the Class 
LA-1-1 Uncertificated Interest, second, to the Class LA-1-2 Uncertificated      
Interest, third, to the Class LA-1-3 Uncertificated Interest and fourth, to the 
Class LA-1-4 Uncertificated Interest, in each case, until reduced to zero, (ii) 
the Class A-2 Certificates, first, to the Class LA-2-1 Uncertificated Interest  
and second, to the Class LA-2-2 Uncertificated Interest, in each case, until    
reduced to zero, (iii) the Class A-3 Certificates, first, to the Class LA-3-1   
Uncertificated Interest, second, to the Class LA-3-2 Uncertificated Interest,   
third, to the Class LA-3-3 Uncertificated Interest and fourth, to the Class     
LA-3-4 Uncertificated Interest, in each case, until reduced to zero, (iv) the   
Class A-4 Certificates, first, to the Class LA-4-1 Uncertificated Interest,     
second, to the Class LA-4-2 Uncertificated Interest, third, to the Class LA-4-3 
Uncertificated Interest, fourth, to the Class LA-4-4 Uncertificated Interest,   
fifth, to the Class LA-4-5 Uncertificated Interest, sixth, to the Class LA-4-6  
Uncertificated Interest, seventh, to the Class LA-4-7 Uncertificated Interest   
and eighth, to the Class LA-4-8 Uncertificated Interest, in each case, until    
reduced to zero, (v) the Class A-SB Certificates, first, to the Class LA-SB-1   
Uncertificated Interest, second, to the Class LA-SB-2 Uncertificated Interest,  
third, to the Class LA-SB-3 Uncertificated Interest, fourth, to the Class       
LA-SB-4 Uncertificated Interest, fifth, to the Class LA-SB-5 Uncertificated     
Interest and sixth, to the Class LA-SB-6 Uncertificated Interest, in each case, 
until reduced to zero, (vi) the Class F Certificates, first, to the Class LF-1  
Uncertificated Interest and second, to the Class LF-2 Uncertificated Interest,  
in each case, until reduced to zero, (vii) the Class G Certificates, first, to  
the Class LG-1 Uncertificated Interest, second, to the Class LG-2 Uncertificated
Interest and third, to the Class LG-3 Uncertificated Interest, in each case,    
until reduced to zero, (viii) the Class H Certificates, first, to the Class LH-1
Uncertificated Interest and second, to the Class LH-2 Uncertificated Interest,  
in each case, until reduced to zero, (ix) the Class J Certificates, first, to   
the Class LJ-1 Uncertificated Interest, second, to the Class LJ-2 Uncertificated
Interest and third, to the Class LJ-3 Uncertificated Interest, in each case,    
until reduced to zero, (x) the Class K Certificates, first, to the Class LK-1   
Uncertificated Interest, and second, to the Class LK-2 Uncertificated Interest, 
in each case, until reduced to zero, (xi) the Class L Certificates, first, to   
the Class LL-1 Uncertificated Interest, and second, to the Class LL-2           
Uncertificated Interest, in each case, until reduced to zero, (xii) the Class M 
Certificates, first, to the Class LM-1 Uncertificated Interest, and second, to  
the Class LM-2 Uncertificated Interest, in each case, until reduced to zero,    
(xiii) the Class P Certificates, first, to the Class LP-1 Uncertificated        
Interest, and second, to the Class LP-2 Uncertificated Interest, in each case,  
until reduced to zero, and (xiv) the Class NR Certificates, first, to the Class 
LNR-1 Uncertificated Interest, second, to the Class LNR-2 Uncertificated        
Interest, third, to the Class LNR-3 Uncertificated Interest and fourth, to the  
Class LNR-4 Uncertificated Interest, in each case, until reduced to zero).      

          On each Distribution Date, each Uncertificated Lower-Tier Interest
shall be deemed to receive distributions in respect of interest in an amount    
equal to the Interest Distribution Amount in respect of its Related Certificates
(in the case of each of (i) the Class LA-1-1, Class LA-1-2, Class LA-1-3 and    
Class LA-1-4 Uncertificated Interests, (ii) the Class LA-2-1 and Class LA-2-2   
Uncertificated Interests, (iii) the Class LA-3-1, Class LA-3-2, Class LA-3-3 and
Class LA-3-4 Uncertificated Interests, (iv) the Class LA-4-1, Class LA-4-2,     
Class LA-4-3, Class LA-4-4, Class LA-4-5, Class LA-4-6, Class LA-4-7 and Class  
LA-4-8 Uncertificated Interests, (v) the Class LA-SB-1, Class LA-SB-2, Class    
LA-SB-3, Class LA-SB-4, Class LA-SB-5 and Class LA-SB-6 Uncertificated          
Interests, (vi) the Class LF-1 and Class LF-2 Uncertificated Interests, (vii)   
the Class LG-1, Class LG-2 and Class LG-3 Uncertificated Interests, (viii) the  
Class LH-1 and Class LH-2 Uncertificated Interests, (ix) the Class LJ-1, Class  
LJ-2 and Class LJ-3 Uncertificated Interests, (x) the Class LK-1 and Class LK-2 
Uncertificated Interests, (xi) the Class LL-1 and Class LL-2 Uncertificated     
Interests, (xii) the Class LM-1 and Class LM-2 Uncertificated Interests, (xiii) 
the Class LP-1 and Class LP-2 Uncertificated Interests, and (xiv) the Class     
LNR-1, Class LNR-2, Class LNR-3 and Class LNR-4 Uncertificated Interests, pro   
rata, based on their respective Certificate Balances) and its related Component 
of the Class X-1 Certificates and Class X-2 Certificates, in each case to the   
extent actually distributable thereon as provided in Section 4.01(a). For this  
purpose, interest distributed on the Class X-1 Certificates and Class X-2       
Certificates shall be treated as having been paid to their respective Components
pro rata, based on the interest accrued with respect thereto at its Class X-1   
Strip Rate or Class X-2 Strip Rate. Such amounts distributed to the             
Uncertificated Lower-Tier Interests in respect of principal and interest with   
respect to any Distribution Date are referred to herein collectively as the     
"Lower-Tier Distribution Amount," and shall be made by the Paying Agent by      
deeming such Lower-Tier Distribution Amount to be deposited in the Upper-Tier   
Distribution Account.                                                           

    As of any date, the principal balance of each Uncertificated
Lower-Tier Interest equals the Certificate Balance of the Related Certificates  
with respect thereto (in the case of the aggregate of (i) the Class LA-1-1,     
Class LA-1-2, Class LA-1-3 and Class LA-1-4 Uncertificated Interests, the Class 
A-1 Certificates, (ii) the Class LA-2-1 and Class LA-2-2 Uncertificated         
Interests, the Class A-2 Certificates, (iii) the Class LA-3-1, Class LA-3-2,    
Class LA-3-3 and Class LA-3-4 Uncertificated Interests, the Class A-3           
Certificates, (iv) the Class LA-4-1, Class LA-4-2, Class LA-4-3, Class LA-4-4,  
Class LA-4-5, Class LA-4-6, Class LA-4-7 and Class LA-4-8 Uncertificated        
Interests, the Class A-4 Certificates, (v) the Class LA-SB-1, Class LA-SB-2,    
Class LA-SB-3, Class LA-SB-4, Class LA-SB-5 and Class LA-SB-6 Uncertificated    
Interests, the Class A-SB Certificates, (vi) the Class LF-1 and Class LF-2      
Uncertificated Interests, the Class F Certificates, (vii) the Class LG-1, Class 
LG-2 and Class LG-3 Uncertificated Interests, the Class G Certificates, (viii)  
the Class LH-1 and Class LH-2 Uncertificated Interests, the Class H             
Certificates, (ix) the Class LJ-1, Class LJ-2 and Class LJ-3 Uncertificated     
Interests, the Class J Certificates, (x) the Class LK-1 and Class LK-2          
Uncertificated Interests, the Class K Certificates, (xi) the Class LL-1 and     
Class LL-2 Uncertificated Interests, the Class L Certificates, (xii) the Class  
LM-1 and Class LM-2 Uncertificated Interests, the Class M Certificates, (xiii)  
the Class LP-1 and Class LP-2 Uncertificated Interests, the Class P Certificates
and (xiv) the Class LNR-1, Class LNR-2, Class LNR-3 and Class LNR-4             
Uncertificated Interests, the Class NR Certificates), as adjusted for the       
allocation of Collateral Support Deficits, as provided in Sections 4.04(b) and  
4.04(c) and of Certificate Deferred Interest as provided in Section 4.06. The   
initial principal balance of each Uncertificated Lower-Tier Interest equals the 
respective Original Lower-Tier Principal Amount. The pass through rate with     
respect to each Uncertificated Lower-Tier Interest will be the rate per annum   
set forth in the Preliminary Statement hereto.                                  

         Any amount that remains in the Lower-Tier Distribution Account on
each Distribution Date after distribution of the Lower-Tier Distribution Amount 
and distribution of Yield Maintenance Charges pursuant to Section 4.01(d)(iii)  
shall be distributed to the Holders of the Class LR Certificates (but only to   
the extent of the Available Distribution Amount for such Distribution Date      
remaining in the Lower-Tier Distribution Account, if any).                      

            (c) Notwithstanding the priorities set forth in clause (a) above, on
and after the Distribution Date on which the Certificate Balances of the        
Subordinate Certificates have all been reduced to zero, the Principal           
Distribution Amount will be distributed, pro rata, among the Class A-1, Class   
A-2, Class A-3, Class A-4 and Class A-SB Certificates, based on their respective
Certificate Balances immediately prior to such Distribution Date, in reduction  
of their respective Certificate Balances, until the Certificate Balance of each 
such Class is reduced to zero, and any amounts representing reimbursements of   
Collateral Support Deficits previously allocated to such Classes, if available, 
will be distributed pro rata based on their respective Certificate Balances.    

    (d) (i) On each Distribution Date, Yield Maintenance Charges
calculated by reference to a U.S. treasury rate collected during the related Due
Period will be distributed by the Paying Agent to the following Classes: to the 
Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class   
A-4 Certificates, Class A-SB Certificates, Class A-M Certificates, Class A-J    
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 and Class K Certificates on each Distribution
Date, in an amount equal to the product of (a) a fraction whose numerator is the
amount distributed as principal to such Class on such Distribution Date, and    
whose denominator is the total amount distributed as principal to the Class A-1 
Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4         
Certificates, Class A-SB Certificates, Class A-M Certificates, Class A-J        
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 P Certificates, Class Q       
Certificates, Class T Certificates and Class NR Certificates on such            
Distribution Date, (b) the Base Interest Fraction for the related principal     
payment on such Class of Certificates, and (c) the aggregate amount of Yield    
Maintenance Charges calculated by reference to a U.S. treasury rate collected on
such principal prepayments during the related Due Period. Any Yield Maintenance 
Charge collected during the related Due Period remaining after such             
distributions will be distributed to the holders of the Class X Certificates.   
Notwithstanding the foregoing, any prepayment penalties collected that are based
on a percentage of the amount being prepaid will be distributed to the Class X  
Certificates.                                                                   

           (ii) No Yield Maintenance Charge will be distributed to the holders
    of the Class L, Class M, Class N, Class P, Class Q, Class T, Class NR or
  Residual Certificates. After the Certificate Balances of the Class A-1
   Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4
    Certificates, Class A-SB Certificates, Class A-M Certificates, Class A-J
Certificates, Class B Certificates, Class C Certificates, Class D   
Certificates, Class E Certificates, Class F Certificates, Class G   
      Certificates and Class H Certificates have been reduced to zero, all Yield
Maintenance Charges with respect to the Mortgage Loans shall be     
distributed to the holders of the Class X Certificates.             

            (iii) All distributions of Yield Maintenance Charges made in respect
  of the respective Classes of Regular Certificates on each Distribution
Date pursuant to Section 4.01(d)(i) shall first be deemed to be     
    distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect
      of the Uncertificated Lower-Tier Interests, pro rata based upon the amount
    of principal distributed in respect of each such Class of Uncertificated
Lower-Tier Interests for such Distribution Date pursuant to Section 
4.01(b) above.                                                      

      (e) On each Distribution Date, the Paying Agent shall withdraw
amounts from the Gain-on-Sale Reserve Account (other than amounts with respect  
to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse 
the Holders of the Regular Certificates (in order of distribution priority)     
(first deeming such amounts to be distributed with respect to the Related       
Uncertificated Lower-Tier Interests) up to an amount equal to all Collateral    
Support Deficits, if any, previously deemed allocated to them and unreimbursed  
after application of the Available Distribution Amount for such Distribution    
Date. Amounts paid from the Gain-on-Sale Reserve Account will not reduce the    
Certificate Balances of the Classes of Certificates receiving such              
distributions. Any amounts remaining in the Gain-on-Sale Reserve Account after  
such distributions shall be applied to offset future Collateral Support Deficits
and related Collateral Support Deficits and upon termination of the Trust Fund, 
any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed  
to the Class LR Certificateholders.                                             

(f) All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated pro rata among the    
outstanding Certificates in such Class based on their respective Percentage     
Interests. Except as otherwise specifically provided in Sections 4.01(g),       
4.01(h) and 9.01, all such distributions with respect to each Class on each     
Distribution Date shall be made to the Certificateholders of the respective     
Class of record at the close of business on the related Record Date and shall be
made by wire transfer of immediately available funds to the account of any such 
Certificateholder at a bank or other entity having appropriate facilities       
therefor, if such Certificateholder shall have provided the Paying Agent with   
wiring instructions no less than five Business Days prior to the related Record 
Date (which wiring instructions may be in the form of a standing order          
applicable to all subsequent Distribution Dates), or otherwise by check mailed  
to such Certificateholder at its address in the Certificate Registrar. The final
distribution on each Certificate (determined without regard to any possible     
future reimbursement of Collateral Support Deficit previously allocated to such 
Certificate) will be made in like manner, but only upon presentation and        
surrender of such Certificate at the offices of the Certificate Registrar or    
such other location specified in the notice to Certificateholders of such final 
distribution.                                                                   

           Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be          
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each          
Depository Participant shall be responsible for disbursing such distribution to 
the Certificate Owners that it represents and to each indirect participating    
brokerage firm (a "brokerage firm" or "indirect participating firm") for which  
it acts as agent. Each brokerage firm shall be responsible for disbursing funds 
to the Certificate Owners that it represents. None of the Trustee, the Paying   
Agent, the Certificate Registrar, the Depositor, the Master Servicer, the       
Special Servicer or the Underwriters shall have any responsibility therefor     
except as otherwise provided by this Agreement or applicable law.               

      (g) Except as otherwise provided in Section 9.01, whenever the
Paying Agent expects that the final distribution with respect to any Class of   
Certificates (determined without regard to any possible future reimbursement of 
any amount of Collateral Support Deficit previously allocated to such Class of  
Certificates) will be made on the next Distribution Date, the Paying Agent      
shall, no later than the related P&I Advance Determination Date, mail to each   
Holder on such date of such Class of Certificates a notice to the effect that:  

     (i) the Paying Agent expects that the final distribution with
   respect to such Class of Certificates will be made on such Distribution
     Date but only upon presentation and surrender of such Certificates at the
offices of the Certificate Registrar or such other location therein 
specified; and                                                      

         (ii) no interest shall accrue on such Certificates from and after
such Distribution Date.                                             

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to   
tender their Certificates shall, on such date, be set aside and held uninvested 
in trust and credited to the account or accounts of the appropriate             
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(g) shall not have been surrendered for      
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation in order to 
receive the final distribution with respect thereto. If within one year after   
the second notice all such Certificates shall not have been surrendered for     
cancellation, the Paying Agent, directly or through an agent, shall take such   
steps to contact the remaining non-tendering Certificateholders concerning the  
surrender of their Certificates as it shall deem appropriate. The costs and     
expenses of holding such funds in trust and of contacting such                  
Certificateholders following the first anniversary of the delivery of such      
second notice to the non-tendering Certificateholders shall be paid out of such 
funds. No interest shall accrue or be payable to any Certificateholder on any   
amount held in trust hereunder by the Paying Agent as a result of such          
Certificateholder's failure to surrender its Certificate(s) for final payment   
thereof in accordance with this Section 4.01(g).                                

        (h) Distributions in reimbursement of Collateral Support Deficit
previously allocated to the Regular Certificates shall be made in the amounts   
and manner specified in Section 4.01(a) or Section 4.01(e), as applicable, to   
the Holders of the respective Class otherwise entitled to distributions of      
interest and principal on such Class on the relevant Distribution Date; provided
that all distributions in reimbursement of Collateral Support Deficit previously
allocated to a Class of Certificates which has since been retired shall be to   
the prior Holders that surrendered the Certificates of such Class upon          
retirement thereof and shall be made by check mailed to the address of each such
prior Holder last shown in the Certificate Register. Notice of any such         
distribution to a prior Holder shall be made in accordance with Section 12.05 at
such last address. The amount of the distribution to each such prior Holder     
shall be based upon the aggregate Percentage Interest evidenced by the          
Certificates surrendered thereby. If the check mailed to any such prior Holder  
is returned uncashed, then the amount thereof shall be set aside and held       
uninvested in trust for the benefit of such prior Holder, and the Paying Agent  
shall attempt to contact such prior Holder in the manner contemplated by Section
4.01(g) as if such Holder had failed to surrender its Certificates.             

(i) [Reserved].                                         

            (j) On the date as specified in the related Intercreditor Agreement,
with respect to the Companion Loans, the Companion Paying Agent shall make      
withdrawals and payments from the Companion Distribution Account for each       
Companion Loan in the following order of priority:                              

  (i) to pay the Trustee or the Paying Agent or any of their
      directors, officers, employees and agents, as the case may be, any amounts
   payable or reimbursable to any such Person pursuant to Section 8.05, to
the extent any such amounts relate solely to the Serviced Whole Loan
  related to such Companion Loan, and such amounts are to be paid by the
     related Companion Holder pursuant to the related Intercreditor Agreement;

       (ii) to pay to the Master Servicer any amounts deposited by the
    Master Servicer in the Companion Distribution Account not required to be
deposited therein;                                                  

        (iii) to pay all amounts remaining in the Companion Distribution
      Account related to such Companion Loan to the related Companion Holder, in
accordance with the related Intercreditor Agreement; and            

         (iv) to clear and terminate the Companion Distribution Account at
the termination of this Agreement pursuant to Section 9.01.         

          All distributions from the Companion Distribution Account required
hereunder shall be made by the Companion Paying Agent to the Companion Holder by
wire transfer in immediately available funds to the account of such Companion   
Holder or an agent therefor appearing on the Companion Register on the related  
Record Date (or, if no such account so appears or information relating thereto  
is not provided at least five Business Days prior to the related Record Date, by
check sent by first class mail to the address of such Companion Holder or its   
agent appearing on the Companion Register). Any such account shall be located at
a commercial bank in the United States.                                         

    Section 4.02 Statements to Certificateholders; CMSA Investor
Reporting Package (IRP)s; Grant of Power of Attorney. (a) On each Distribution  
Date, the Paying Agent shall make available to the general public a statement   
(substantially in the form set forth as Exhibit G hereto and based on the       
information supplied to the Paying Agent in the related CMSA Investor Reporting 
Package (IRP) in accordance with CMSA guidelines) as to the distributions made  
on such Distribution Date (each, a "Statement to Certificateholders") which     
shall include:                                                                  

           (i) the amount of the distribution on such Distribution Date to the
 Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;                                                    

            (ii) the amount of the distribution on such Distribution Date to the
Holders of each Class of Certificates allocable to Distributable    
Certificate Interest;                                               

        (iii) the aggregate amount of Advances made, with respect to the
pool of Mortgage Loans, during the period from but not including the
  previous Distribution Date to and including such Distribution Date and
details of P&I Advances as of the P&I Advance Date;                 

         (iv) the aggregate amount of compensation paid to the Trustee and
   the Paying Agent and servicing compensation paid to the Master Servicer
and the Special Servicer with respect to the Due Period for such    
Determination Date together with detailed calculations of servicing 
compensation paid to Master Servicer and Special Servicer;          

            (v) the aggregate Stated Principal Balance of the Mortgage Loans and
  any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;    

    (vi) the number of loans, their aggregate principal balance,
     weighted average remaining term to maturity and weighted average Mortgage
      Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as
of the end of the related Due Period for such Distribution Date;    

          (vii) the number and aggregate principal balance of Mortgage Loans
   (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90
days to 119 days (and for each 30 day period thereafter until       
      liquidation), (D) current but specially serviced or in foreclosure but not
REO Property and (E) for which the related Mortgagor is subject to  
oversight by a bankruptcy court;                                    

          (viii) the value of any REO Property included in the Trust Fund as
    of the end of the related Determination Date for such Distribution Date,
based on the most recent Appraisal or valuation;                    

          (ix) the Available Distribution Amount for such Distribution Date;

        (x) the Accrued Certificate Interest in respect of such Class of
Certificates for such Distribution Date, separately identifying any 
      Certificate Deferred Interest for such Distribution Date allocated to such
Class of Certificates;                                              

            (xi) the amount of the distribution on such Distribution Date to the
Holders of such Class of Certificates allocable to Yield Maintenance
Charges;                                                            

           (xii) the Pass-Through Rate for such Class of Certificates for such
Distribution Date and the next succeeding Distribution Date;        

  (xiii) the Scheduled Principal Distribution Amount and the
      Unscheduled Principal Distribution Amount for such Distribution Date, with
respect to the pool of Mortgage Loans;                              

         (xiv) the Certificate Balance or Notional Amount, as the case may
      be, of each Class of Certificates immediately before and immediately after
     such Distribution Date, separately identifying any reduction therein as a
result of the allocation of any Collateral Support Deficit on such  
    Distribution Date and the aggregate amount of all reductions as a result
of allocations of Collateral Support Deficits to date;              

          (xv) the Certificate Factor for each Class of Regular Certificates
immediately following such Distribution Date;                       

           (xvi) the amount of any Appraisal Reductions effected in connection
with such Distribution Date on a loan-by-loan basis and the total   
   Appraisal Reduction effected in connection with such Distribution Date,
together with a detailed worksheet showing the calculation of each  
Appraisal Reduction on a current and cumulative basis;              

     (xvii) the number and related Stated Principal Balance of any
     Mortgage Loans extended or modified since the previous Determination Date
      (or in the case of the first Distribution Date, as of the Cut-off Date) on
a loan-by-loan basis;                                               

           (xviii) the amount of any remaining Class Unpaid Interest Shortfall
for such Class as of such Distribution Date;                        

        (xix) a loan-by-loan listing of each Mortgage Loan which was the
   subject of a Principal Prepayment since the previous Determination Date
   (or in the case of the first Distribution Date, as of the Cut-off Date)
and the amount and the type of Principal Prepayment occurring;      

            (xx) a loan-by-loan listing of each Mortgage Loan which was defeased
since the previous Determination Date (or in the case of the first  
Distribution Date, as of the Cut-off Date);                         

         (xxi) all deposits into, withdrawals from, and the balance of the
Interest Reserve Account on the P&I Advance Date;                   

          (xxii) in the case of the Residual Certificates, the amount of any
    distributions on such Certificates pursuant to Sections 4.01(a), (b) and
(d);                                                                

           (xxiii) the amount of the distribution on such Distribution Date to
    the Holders of such Class of Certificates in reimbursement of previously
allocated Collateral Support Deficit;                               

           (xxiv) the aggregate unpaid principal balance of the Mortgage Loans
      outstanding as of the close of business on the related Determination Date,
with respect to the pool of Mortgage Loans;                         

         (xxv) with respect to any Mortgage Loan as to which a Liquidation
   Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the
   related Determination Date (other than a payment in full), (A) the loan
   number thereof, (B) the aggregate of all Liquidation Proceeds and other
  amounts received in connection with such Liquidation Event (separately
identifying the portion thereof allocable to distributions on the   
  Certificates), and (C) the amount of any Collateral Support Deficit in
connection with such Liquidation Event;                             

          (xxvi) with respect to any REO Property included in the Trust Fund
      as to which a Final Recovery Determination was made during the related Due
 Period or prior to the Determination Date, (A) the loan number of the
    related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and
other amounts received in connection with such Final Recovery       
  Determination (separately identifying the portion thereof allocable to
    distributions on the Certificates), and (C) the amount of any Collateral
      Support Deficit in respect of the related REO Loan in connection with such
Final Recovery Determination;                                       

            (xxvii) the aggregate amount of interest on P&I Advances paid to the
     Master Servicer and the Trustee since the previous Determination Date (or
     in the case of the first Distribution Date, as of the Cut-off Date), with
respect to the pool of Mortgage Loans;                              

            (xxviii) the aggregate amount of interest on Servicing Advances paid
   to the Master Servicer and the Trustee since the previous Determination
  Date (or in the case of the first Distribution Date, as of the Cut-off
Date);                                                              

           (xxix) the original and then current credit support levels for each
Class of Certificates;                                              

     (xxx) the original and then current ratings for each Class of
Regular Certificates;                                               

         (xxxi) the amount of the distribution on the Distribution Date to
the Holders of the Residual Certificates;                           

           (xxxii) the aggregate amount of Yield Maintenance Charges collected
since the previous Determination Date (or in the case of the first  
Distribution Date, as of the Cut-off Date);                         

(xxxiii) [Reserved];                                    

(xxxiv) [Reserved];                                     

(xxxv) [Reserved];                                      

(xxxvi) [Reserved];                                     

(xxxvii) [Reserved];                                    

      (xxxviii) a loan-by-loan listing of any material modification,
extension or waiver of a Mortgage Loan; and                         

    (xxxix) a loan-by-loan listing of any material breach of the
   representations and warranties given with respect to a Mortgage Loan by
the applicable Mortgage Loan Seller.                                

           In the case of information furnished pursuant to clauses (i), (ii),
(x), (xi), (xxxiv) and (xxxvii) above, the amounts shall be expressed as a      
dollar amount in the aggregate for all Certificates of each applicable Class and
per Definitive Certificate.                                                     

         Within a reasonable period of time after the end of each calendar
year, the Paying Agent shall furnish to each Person who at any time during the  
calendar year was a Holder of a Certificate, a statement containing the         
information set forth in clauses (i), (ii) and (xi) above as to the applicable  
Class, aggregated for such calendar year or applicable portion thereof during   
which such person was a Certificateholder, together with such other information 
as the Paying Agent deems necessary or desirable, or that a Certificateholder or
Certificate Owner reasonably requests, to enable Certificateholders to prepare  
their tax returns for such calendar year. Such obligation of the Paying Agent   
shall be deemed to have been satisfied to the extent that substantially         
comparable information shall be provided by the Paying Agent pursuant to any    
requirements of the Code as from time to time are in force.                     

           On each Distribution Date, the Paying Agent shall make available to
the general public via its website initially located at "www.ctslink.com" (i)   
the related Statement to Certificateholders, (ii) the CMSA Loan Periodic Update 
File, the CMSA Loan Setup File, the CMSA Bond Level File, the CMSA Collateral   
Summary File, the CMSA Property File and (iii) as a convenience to the general  
public (and not in furtherance of the distribution thereof under the securities 
laws), the prospectus supplement, the prospectus, and this Agreement. In        
addition, if the Depositor so directs the Paying Agent, and on terms acceptable 
to the Paying Agent, the Paying Agent shall make certain other information and  
reports related to the Mortgage Loans available through its internet website.   

          The Paying Agent shall make available to the Companion Holders all
reports via its internet website that the Paying Agent has made available to    
Certificateholders under this Agreement.                                        

           In addition, on each Distribution Date, the Paying Agent shall make
available, to any Privileged Person via its website, each of the "surveillance  
reports" identified as such in the definition of "CMSA Investor Reporting       
Package" and the CMSA Operating Statement Analysis Report and CMSA NOI Adjusted 
Worksheets and seven CMSA data files, the Realized Loss Report and CMSA Advance 
Recovery Report to the extent delivered by the Master Servicer pursuant to this 
Agreement and the Trustee's Exception Report as updated from time to time to the
extent delivered to the Paying Agent.                                           

         The Paying Agent makes no representations or warranties as to the
accuracy or completeness of any report, document or other information made      
available on its internet website and assumes no responsibility therefor. In    
addition, the Paying Agent may disclaim responsibility for any information      
distributed by it for which it is not the original source.                      

          In connection with providing access to the Paying Agent's internet
website, the Paying Agent may require registration and the acceptance of a      
disclaimer. The Paying Agent shall not be liable for the dissemination of       
information in accordance herewith. Questions regarding the Paying Agent's      
internet website can be directed to the Paying Agent's CMBS customer service    
desk at (866) 846-4526.                                                         

        Each of the Master Servicer and the Special Servicer may, at its
sole cost and expense, make available by electronic media, bulletin board       
service or internet website (in addition to making information available as     
provided herein) any reports or other information the Master Servicer or the    
Special Servicer, as applicable, is required or permitted to provide to any     
party to this Agreement, the Rating Agencies or any Certificateholder or        
prospective Certificateholder (which may be a licensed or registered investment 
advisor) to the extent such action does not conflict with the terms of this     
Agreement, the terms of the Mortgage Loans or applicable law. Notwithstanding   
this paragraph, the availability of such information or reports on the internet 
or similar electronic media shall not be deemed to satisfy any specific delivery
requirements in this Agreement except as set forth herein. In connection with   
providing access to the Master Servicer's or the Special Servicer's internet    
website, the Master Servicer or the Special Servicer, as applicable, shall take 
reasonable measures to ensure that only such parties listed above may access    
such information including, without limitation, requiring registration, a       
confidentiality agreement and acceptance of a disclaimer. The Master Servicer or
the Special Servicer, as applicable, shall not be liable for dissemination of   
this information in accordance with this Agreement, provided that such          
information otherwise meets the requirements set forth herein with respect to   
the form and substance of such information or reports. The Master Servicer shall
be entitled to attach to any report provided pursuant to this subsection, any   
reasonable disclaimer with respect to information provided, or any assumptions  
required to be made by such report. Notwithstanding anything herein to the      
contrary, the Master Servicer or the Special Servicer may, at its sole cost and 
expense, make available by electronic media, bulletin board service or internet 
website any reports or other information the Master Servicer or the Special     
Servicer, as applicable, is required or permitted to provide to any Mortgagor   
with respect to such Mortgagor's Mortgage Loan to the extent such action does   
not conflict with the terms of this Agreement, the terms of the Mortgage Loans  
or applicable law.                                                              

            (b) The Special Servicer shall from time to time (and, in any event,
as may be reasonably required by the Master Servicer) provide the Master        
Servicer with such information in its possession regarding the Specially        
Serviced Mortgage Loans and REO Properties as may be necessary for the Master   
Servicer to prepare each report and any supplemental information to be provided 
by the Master Servicer to the Paying Agent. Neither the Paying Agent nor the    
Depositor shall have any obligation to recompute, verify or recalculate the     
information provided thereto by the Master Servicer. Unless the Paying Agent has
actual knowledge that any report or file received from the Master Servicer      
contains erroneous information, the Paying Agent is authorized to rely thereon  
in calculating and making distributions to Certificateholders in accordance with
Section 4.01, preparing the statements to Certificateholders required by Section
4.02(a) and allocating Collateral Support Deficit to the Certificates in        
accordance with Section 4.04.                                                   

            Notwithstanding the foregoing, the failure of the Master Servicer or
Special Servicer to disclose any information otherwise required to be disclosed 
pursuant to this Section 4.02(b) or Section 4.02(c) shall not constitute a      
breach of this Section 4.02(b) or of Section 4.02(c) to the extent the Master   
Servicer or the Special Servicer so fails because such disclosure, in the       
reasonable belief of the Master Servicer or the Special Servicer, as the case   
may be, would violate any applicable law or any provision of a Mortgage Loan    
document prohibiting disclosure of information with respect to the Mortgage     
Loans or the Mortgaged Properties. The Master Servicer or the Special Servicer  
may affix to any information provided by it any disclaimer it deems appropriate 
in its reasonable discretion (without suggesting liability on the part of any   
other party hereto).                                                            

          (c) As soon as reasonably practicable, upon the written request of
and at the expense of any Certificateholder, the Paying Agent shall provide the 
requesting Certificateholder with such information that is in the Paying Agent's
possession or can reasonably be obtained by the Paying Agent as is requested by 
such Certificateholder, for purposes of satisfying applicable reporting         
requirements under Rule 144A under the Securities Act. Neither the Certificate  
Registrar, the Paying Agent nor the Trustee shall have any responsibility for   
the sufficiency under Rule 144A or any other securities laws of any available   
information so furnished to any person including any prospective purchaser of a 
Certificate or any interest therein, nor for the content or accuracy of any     
information so furnished which was prepared or delivered to them by another.    

         (d) The information to which any Certificateholder is entitled is
limited to the information gathered and provided to the Certificateholder by the
parties hereto pursuant to this Agreement and by acceptance of any Certificate, 
each Certificateholder agrees that except as specifically provided herein, no   
Certificateholder shall contact any Mortgagor directly with respect to any      
Mortgage Loan.                                                                  

            Section 4.03 P&I Advances. (a) On or before 4:00 p.m., New York City
time, on each P&I Advance Date, the Master Servicer shall either (i) remit to   
the Paying Agent for deposit into the Lower-Tier Distribution Account from its  
own funds an amount equal to the aggregate amount of P&I Advances, if any, to be
made in respect of the related Distribution Date, (ii) apply amounts held in the
Certificate Account, for future distribution to Certificateholders in subsequent
months in discharge of any such obligation to make P&I Advances or (iii) make   
P&I Advances in the form of any combination of (i) and (ii) aggregating the     
total amount of P&I Advances to be made. Any amounts held in the Certificate    
Account for future distribution and so used to make P&I Advances shall be       
appropriately reflected in the Master Servicer's records and replaced by the    
Master Servicer by deposit in the Certificate Account on or before the next     
succeeding P&I Advance Date (to the extent not previously replaced through the  
deposit of Late Collections of the delinquent principal and/or interest in      
respect of which such P&I Advances were made). The Master Servicer shall notify 
the Paying Agent of (i) the aggregate amount of P&I Advances for a Distribution 
Date and (ii) the amount of any Nonrecoverable P&I Advances for such            
Distribution Date, on or before 2 Business Days prior to such Distribution Date.
If the Master Servicer fails to make a required P&I Advance by 4:00 p.m., New   
York City time, on any P&I Advance Date, the Trustee shall make such P&I Advance
pursuant to Section 7.05 by noon, New York City time, on the related            
Distribution Date, unless the Master Servicer shall have cured such failure (and
provided written notice of such cure to the Trustee and the Paying Agent) by    
11:00 a.m. on such Distribution Date. In the event that the Master Servicer     
fails to make a required P&I Advance hereunder, the Paying Agent shall notify   
the Trustee of such circumstances by 4:30 p.m. (New York City time) on the      
related P&I Advance Date.                                                       

        (b) Subject to Sections 4.03(c) and (e) below, the amount of P&I
Advances to be made by the Master Servicer with respect to any Distribution Date
and each Mortgage Loan shall be equal to: (i) the Monthly Payments (net of      
related Servicing Fees, and in the case of each Non-Serviced Mortgage Loan, the 
applicable servicing fees payable under this Agreement) other than Balloon      
Payments, that were due during the related Due Period and delinquent as of the  
close of business on the Business Day preceding the related P&I Advance Date (or
not advanced by any Sub-Servicer on behalf of the Master Servicer) and (ii) with
respect to each Mortgage Loan as to which the related Balloon Payment was due   
during or prior to the related Due Period and was delinquent as of the end of   
the related Due Period (including any REO Loan as to which the Balloon Payment  
would have been past due), an amount equal to the Assumed Scheduled Payment     
therefor. Subject to subsection (c) below, the obligation of the Master Servicer
to make such P&I Advances is mandatory, and with respect to any Mortgage Loan or
REO Loan, shall continue until the Distribution Date on which the proceeds, if  
any, received in connection with a Liquidation Event or the disposition of the  
REO Property, as the case may be, with respect thereto are to be distributed. No
P&I Advances shall be made with respect to a Companion Loan.                    

           (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made hereunder if such P&I Advance would, if made,      
constitute a Nonrecoverable P&I Advance. With respect to each Non-Serviced      
Mortgage Loan, the Master Servicer will be required to make its determination   
that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a     
Nonrecoverable Advance or that any proposed P&I Advance would, if made,         
constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage  
Loan independently of any determination made by the applicable Non-Serviced     
Master Servicer or the applicable Non-Serviced Special Servicer, as the case may
be, under the applicable Non-Serviced Pooling Agreement in respect of the       
related Non-Serviced Companion Loan. If the Master Servicer or Special Servicer 
determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage  
Loan, if made, or any outstanding P&I Advance with respect to a Non-Serviced    
Note previously made, would be, or is, as applicable, a Nonrecoverable Advance, 
the Master Servicer shall provide the applicable Non-Serviced Master Servicer,  
written notice of such determination within one Business Day of the date of such
determination. If the Master Servicer receives written notice from the related  
Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as   
the case may be, that it has determined, by making a determination of           
non-recoverability under the applicable Non-Serviced Pooling Agreement, with    
respect to a Non-Serviced Companion Loan, that any proposed advance under the   
applicable Non-Serviced Pooling Agreement that is similar to a P&I Advance would
be, or any outstanding advance under such Non-Serviced Pooling Agreement that is
similar to a P&I Advance is, a nonrecoverable advance, then the Master Servicer 
or the Trustee, may, based upon such determination by the related Non-Serviced  
Master Servicer or the related Non-Serviced Special Servicer, as the case may   
be, determine that any P&I Advance previously made or proposed to be made with  
respect to the related Non-Serviced Note, will be a Nonrecoverable P&I Advance, 
and thereafter shall not be required to make any additional P&I Advances with   
respect to the related Non-Serviced Note unless and until the Master Servicer or
the Trustee, as the case may be, determines that any such additional P&I        
Advances with respect to the related Non-Serviced Note would not be a           
Nonrecoverable P&I Advance, which determination may be as a result of           
consultation with the related Non-Serviced Master Servicer or the related       
Non-Serviced Special Servicer, as the case may be, or otherwise. For the        
avoidance of doubt, the Master Servicer or the Trustee, as the case may be,     
shall have the sole 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.                                                         

         (d) In connection with the recovery of any P&I Advance out of the
Certificate Account, pursuant to Section 3.05(a), the Master Servicer shall be  
entitled to pay the Trustee and itself (in that order of priority) as the case  
may be out of any amounts then on deposit in the Certificate Account (but in no 
event from any funds payable or allocable to a Serviced Companion Noteholder),  
interest at the Reimbursement Rate in effect from time to time, accrued on the  
amount of such P&I Advance from the date made to but not including the date of  
reimbursement; provided, however, that no interest will accrue on any P&I       
Advance (i) made with respect to a Mortgage Loan until after the related Due    
Date has passed and any applicable grace period has expired or (ii) if the      
related Monthly Payment is received after the Determination Date but on or prior
to the related P&I Advance Date. The Master Servicer shall reimburse itself     
and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject
to Section 3.19 of this Agreement, as soon as practicably possible after funds  
available for such purpose are deposited in the Certificate Account.            

          (e) Notwithstanding the foregoing, (i) neither the Master Servicer
nor the Trustee shall make an advance for Yield Maintenance Charges, Default    
Interest or Penalty Charges and (ii) if an Appraisal Reduction has been made    
with respect to any Mortgage Loan then in the event of subsequent delinquencies 
thereon, the interest portion of the P&I Advance in respect of such Mortgage    
Loan for the related Distribution Date shall be reduced (it being herein        
acknowledged that there shall be no reduction in the principal portion of such  
P&I Advance) to equal the product of (x) the amount of the interest portion of  
such P&I Advance for such Mortgage Loan for such Distribution Date without      
regard to this subsection (ii), and (y) a fraction, expressed as a percentage,  
the numerator of which is equal to the Stated Principal Balance of such Mortgage
Loan immediately prior to such Distribution Date, net of the related Appraisal  
Reduction, if any, and the denominator of which is equal to the Stated Principal
Balance of such Mortgage Loan immediately prior to such Distribution Date. For  
purposes of the immediately preceding sentence, the Monthly Payment due on the  
Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment 
for the related Distribution Date.                                              

          (f) In no event shall either the Master Servicer or the Trustee be
required to make a P&I Advance with respect to any Companion Loan.              

          Section 4.04 Allocation of Collateral Support Deficit. (a) On each
Distribution Date, immediately following the distributions to be made on such   
date pursuant to Section 4.01 and the allocation of Certificate Deferred        
Interest pursuant to Section 4.06, the Paying Agent shall calculate the amount, 
if any, by which (i) the aggregate Stated Principal Balance (for purposes of    
this calculation only, not giving effect to any reductions of the Stated        
Principal Balance for payments of principal collected on the Mortgage Loans that
were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to    
Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are 
not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans   
and any REO Loans, expected to be outstanding immediately following such        
Distribution Date, is less than (ii) the then aggregate Certificate Balance of  
the Regular Certificates after giving effect to distributions of principal on   
such Distribution Date and the allocation of Certificate Deferred Interest      
pursuant to Section 4.06 (any such deficit, the "Collateral Support Deficit").  
Any allocation of Collateral Support Deficit to a Class of Regular Certificates 
shall be made by reducing the Certificate Balance thereof by the amount so      
allocated. Any Collateral Support Deficit allocated to a Class of Regular       
Certificates shall be allocated among the respective Certificates of such Class 
in proportion to the Percentage Interests evidenced thereby. The allocation of  
Collateral Support Deficit shall constitute an allocation of losses and other   
shortfalls experienced by the Trust Fund. Reimbursement of previously allocated 
Collateral Support Deficit will not constitute distributions of principal for   
any purpose and will not result in an additional reduction in the Certificate   
Balance of the Class of Certificates in respect of which any such reimbursement 
is made. To the extent any Nonrecoverable Advances (plus interest thereon) that 
were reimbursed from principal collections on the Mortgage Loans and previously 
resulted in a reduction of the Principal Distribution Amount are subsequently   
recovered on the related Mortgage Loan, the amount of such recovery will be     
added to the Certificate Balance of the Class or Classes of Certificates that   
previously were allocated Collateral Support Deficit, in sequential order, in   
each case up to the amount of the unreimbursed Collateral Support Deficit       
allocated to such Class of Certificates. If the Certificate Balance of any Class
of Certificates is so increased, the amount of unreimbursed Collateral Support  
Deficit of such Class of Certificates shall be decreased by such amount.        

      (b) On each Distribution Date, the Certificate Balances of the
Regular Certificates will be reduced without distribution, as a write-off to the
extent of any Collateral Support Deficit, if any, allocable to such Certificates
with respect to such Distribution Date. Any such write off shall be allocated   
first, to the Class NR Certificates; second, to the Class T Certificates, third,
to the Class Q Certificates, fourth, to the Class P Certificates, fifth, to the 
Class N Certificates, sixth, to the Class M Certificates, seventh, to the Class 
L Certificates, eighth, to the Class K Certificates, ninth, to the Class J      
Certificates, tenth, to the Class H Certificates, eleventh, to the Class G      
Certificates, twelfth, to the Class F Certificates, thirteenth, to the Class E  
Certificates, fourteenth, to the Class D Certificates, fifteenth, to the Class C
Certificates, sixteenth, to the Class B Certificates, seventeenth, to the Class 
A-J Certificates, eighteenth, to the Class A-M Certificates, and nineteenth to  
the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,     
Class A-4 Certificates and Class A-SB Certificates, pro rata, until the         
remaining Certificate Balances of such Classes of Certificates have been reduced
to zero.                                                                        

         (c) With respect to any Distribution Date, any Collateral Support
Deficit allocated to a Class of Certificates (other than the Class X, Class R   
and Class LR Certificates) pursuant to Section 4.04(a) or Section 4.04(b),      
respectively, with respect to such Distribution Date shall reduce the Lower-Tier
Principal Amount of the Related Uncertificated Lower-Tier Interests with respect
thereto as a write-off (in the case of (i) the Class A-1 Certificates, first, to
the Class LA-1-1 Uncertificated Interest, second, to the Class LA-1-2           
Uncertificated Interest, third, to the Class LA-1-3 Uncertificated Interest and 
fourth, to the Class LA-1-4 Uncertificated Interest, in each case, until reduced
to zero, (ii) the Class A-2 Certificates, first, to the Class LA-2-1            
Uncertificated Interest and second, to the Class LA-2-2 Uncertificated Interest,
in each case, until reduced to zero, (iii) the Class A-3 Certificates, first, to
the Class LA-3-1 Uncertificated Interest, second, to the Class LA-3-2           
Uncertificated Interest, third, to the Class LA-3-3 Uncertificated Interest and 
fourth, to the Class LA-3-4 Uncertificated Interest, in each case, until reduced
to zero, (iv) the Class A-4 Certificates, first, to the Class LA-4-1            
Uncertificated Interest, second, to the Class LA-4-2 Uncertificated Interest,   
third, to the Class LA-4-3 Uncertificated Interest, fourth, to the Class LA-4-4 
Uncertificated Interest, fifth, to the Class LA-4-5 Uncertificated Interest,    
sixth, to the Class LA-4-6 Uncertificated Interest, seventh, to the Class LA-4-7
Uncertificated Interest and eighth, to the Class LA-4-8 Uncertificated Interest,
in each case, until reduced to zero, (v) the Class A-SB Certificates, first, to 
the Class LA-SB-1 Uncertificated Interest, second, to the Class LA-SB-2         
Uncertificated Interest, third, to the Class LA-SB-3 Uncertificated Interest,   
fourth, to the Class LA-SB-4 Uncertificated Interest, fifth, to the Class       
LA-SB-5 Uncertificated Interest and sixth, to the Class LA-SB-6 Uncertificated  
Interest, in each case, until reduced to zero, (vi) the Class F Certificates,   
first, to the Class LF-1 Uncertificated Interest and second, to the Class LF-2  
Uncertificated Interest, in each case, until reduced to zero, (vii) the Class G 
Certificates, first, to the Class LG-1 Uncertificated Interest, second, to the  
Class LG-2 Uncertificated Interest and third, to the Class LG-3 Uncertificated  
Interest, in each case, until reduced to zero, (viii) the Class H Certificates, 
first, to the Class LH-1 Uncertificated Interest and second, to the Class LH-2  
Uncertificated Interest, in each case, until reduced to zero, (ix) the Class J  
Certificates, first, to the Class LJ-1 Uncertificated Interest, second, to the  
Class LJ-2 Uncertificated Interest and third, to the Class LJ-3 Uncertificated  
Interest, in each case, until reduced to zero, (x) the Class K Certificates,    
first, to the Class LK-1 Uncertificated Interest, and second, to the Class LK-2 
Uncertificated Interest, in each case, until reduced to zero, (xi) the Class L  
Certificates, first, to the Class LL-1 Uncertificated Interest, and second, to  
the Class LL-2 Uncertificated Interest, in each case, until reduced to zero,    
(xii) the Class M Certificates, first, to the Class LM-1 Uncertificated         
Interest, and second, to the Class LM-2 Uncertificated Interest, in each case,  
until reduced to zero, (xiii) the Class P Certificates, first, to the Class LP-1
Uncertificated Interest, and second, to the Class LP-2 Uncertificated Interest, 
in each case, until reduced to zero, and (xiv) the Class NR Certificates, first,
to the Class LNR-1 Uncertificated Interest, second, to the Class LNR-2          
Uncertificated Interest, third, to the Class LNR-3 Uncertificated Interest and  
fourth, to the Class LNR-4 Uncertificated Interest, in each case, until reduced 
to zero).                                                                       

            Section 4.05 Appraisal Reductions. The aggregate Appraisal Reduction
will be allocated by the Paying Agent on each Distribution Date, only for       
purposes of determining the amount of P&I Advances with respect to the related  
Mortgage Loan, to the Certificate Balance of the Class NR, Class T, Class Q,    
Class P, 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 and Class A-M Certificates, in    
that order, up to the amount of their respective Certificate Balances. On any   
Distribution Date, an Appraisal Reduction that otherwise would be allocated to a
Class of Certificates will be allocated to the next most subordinate Class to   
the extent that the Certificate Balance on such Distribution Date for such Class
of Certificates (prior to taking the Appraisal Reduction into account) is less  
than the Appraisal Reduction for such Distribution Date.                        

          With respect to any AB Mortgage Loan, Appraisal Reductions will be
calculated based on the aggregate outstanding principal balance of such AB      
Mortgage Loan and the related Companion Loan. Any resulting Appraisal Reductions
with respect to any AB Mortgage Loan will be allocated to the related Companion 
Loan up to the principal amount of such Companion Loan prior to being allocated 
to the AB Mortgage Loan.                                                        

           With respect to a Serviced Whole Loan, Appraisal Reductions will be
calculated based on the aggregate outstanding principal balance of the related  
Serviced Mortgage Loan and the related Serviced Companion Loans. Any Appraisal  
Reduction will be allocated in accordance with the related Intercreditor        
Agreement, first, to the related Serviced Subordinate Companion Loan, if        
applicable, and, second, to the related Serviced Mortgage Loan and each Serviced
Pari Passu Companion Loan, pro rata, according to their respective Stated       
Principal Balances.                                                             

            Section 4.06 Certificate Deferred Interest. (a) On each Distribution
Date, the amount of interest distributable to a Class of Regular Certificates   
(other than the Class X Certificates) shall be reduced by an amount equal to the
amount of Mortgage Deferred Interest for all Mortgage Loans for the Due Dates   
occurring in the related Due Period allocated to such Class of Certificates,    
such Mortgage Deferred Interest to be allocated first, to the Class NR          
Certificates, second, to the Class T Certificates, third, to the Class Q        
Certificates, fourth, to the Class P Certificates, fifth, to the Class N        
Certificates, sixth, to the Class M Certificates, seventh, to the Class L       
Certificates, eighth, to the Class K Certificates, ninth, to the Class J        
Certificates, tenth, to the Class H Certificates, eleventh, to the Class G      
Certificates, twelfth, to the Class F Certificates, thirteenth, to the Class E  
Certificates, fourteenth, to the Class D Certificates, fifteenth, to the Class C
Certificates, sixteenth, to the Class B Certificates, seventeenth, to the Class 
A-J Certificates, eighteenth, to the Class A-M Certificates, and then pro rata  
(based upon Accrued Certificate Interest) to the Class A-1, Class A-2, Class    
A-3, Class A-4 and Class A-SB Certificates, in each case up to the respective   
Accrued Certificate Interest for each such Class of Certificates for such       
Distribution Date.                                                              

            (b) On each Distribution Date, the Certificate Balances of the Class
A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4     
Certificates, Class A-SB Certificates, Class A-M Certificates, Class A-J        
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 P Certificates, Class Q       
Certificates, Class T Certificates and Class NR Certificates shall be increased 
by the amount of the Certificate Deferred Interest allocated to such Class of   
Certificates on such Distribution Date pursuant to Section 4.06(a) above.       

           (c) With respect to any Distribution Date, any Certificate Deferred
Interest with respect to such Distribution Date allocated pursuant to Section   
4.06(a) to a Class of Certificates shall be allocated in reduction of the amount
of interest distributable to the Related Uncertificated Lower-Tier Interest with
respect thereto (in the case of each of (i) the Class LA-1-1, Class LA-1-2,     
Class LA-1-3 and Class LA-1-4 Uncertificated Interests, (ii) the Class LA-2-1   
and Class LA-2-2 Uncertificated Interests, (iii) the Class LA-3-1, Class LA-3-2,
Class LA-3-3 and Class LA-3-4 Uncertificated Interests, (iv) the Class LA-4-1,  
Class LA-4-2, Class LA-4-3, Class LA-4-4, Class LA-4-5, Class LA-4-6, Class     
LA-4-7 and Class LA-4-8 Uncertificated Interests, (v) the Class LA-SB-1, Class  
LA-SB-2, Class LA-SB-3, Class LA-SB-4, Class LA-SB-5 and Class LA-SB-6          
Uncertificated Interests, (vi) the Class LF-1 and Class LF-2 Uncertificated     
Interests, (vii) the Class LG-1, Class LG-2 and Class LG-3 Uncertificated       
Interests, (viii) the Class LH-1 and Class LH-2 Uncertificated Interests, (ix)  
the Class LJ-1, Class LJ-2 and Class LJ-3 Uncertificated Interests, (x) the     
Class LK-1 and Class LK-2 Uncertificated Interests, (xi) the Class LL-1 and     
Class LL-2 Uncertificated Interests, (xii) the Class LM-1 and Class LM-2        
Uncertificated Interests, (xiii) the Class LP-1 and Class LP-2 Uncertificated   
Interests, and (xiv) the Class LNR-1, Class LNR-2, Class LNR-3 and Class LNR-4  
Uncertificated Interests, pro rata, based on their respective Certificate       
Balances). On each Distribution Date, to the extent provided in Section 4.06(b) 
with respect to the Related Certificates, Certificate Deferred Interest will be 
added to the Lower-Tier Principal Amount of the Uncertificated Lower-Tier       
Interests in the same manner as the interest thereon was reduced pursuant to the
preceding sentence.                                                             

 [End of Article IV]

 ARTICLE V

THE CERTIFICATES

Section 5.01 The Certificates. The Certificates will be 
substantially in the respective forms annexed hereto as Exhibits A-1 through and
including A-27. The Certificates will be issuable in registered form only;      
provided, however, that in accordance with Section 5.03 beneficial ownership    
interests in the Regular Certificates shall initially be held and transferred   
through the book-entry facilities of the Depository. The Class R and Class LR   
Certificates will each be issuable in one or more registered, definitive        
physical certificates (each, a "Definitive Certificate") substantially in the   
form of Certificates of each Class and with such applicable legends as are set  
forth in the Exhibits hereto corresponding to such Class. Each Certificate will 
share ratably in all rights of the related Class. The Class X Certificates will 
be issuable only in minimum Denominations of authorized initial Notional Amount 
of not less than $1,000,000 and in integral multiples of $1.00 in excess        
thereof. The Offered Certificates (other than the Class X Certificates) will be 
issuable only in minimum Denominations of authorized initial Certificate Balance
of not less than $10,000, and in integral multiples of $1.00 in excess thereof. 
The Non-Registered Certificates (other than the Class X-1 and Residual          
Certificates) will be issuable in minimum Denominations of authorized initial   
Certificate Balance of not less than $25,000, and in integral multiples of $1.00
in excess thereof. If the Original Certificate Balance or initial Notional      
Amount, as applicable, of any Class does not equal an integral multiple of      
$1.00, then a single additional Certificate of such Class may be issued in a    
minimum denomination of authorized initial Certificate Balance or initial       
Notional Amount, as applicable, that includes the excess of (i) the Original    
Certificate Balance or initial Notional Amount, as applicable, of such Class    
over (ii) the largest integral multiple of $1.00 that does not exceed such      
amount. The Class R and Class LR Certificates will be issuable only in one or   
more Definitive Certificates in denominations representing Percentage Interests 
of not less than 20%. With respect to any Certificate or any beneficial interest
in a Certificate, the "Denomination" thereof shall be (i) the amount (a) set    
forth on the face thereof or, (b) set forth on a schedule attached thereto or   
(c) in the case of any beneficial interest in a Book-Entry Certificate, the     
interest of the related Certificate Owner in the applicable Class of            
Certificates as reflected on the books and records of the Depository or related 
Participants, as applicable, (ii) expressed in terms of initial Certificate     
Balance or initial Notional Amount, as applicable, and (iii) be in an authorized
denomination, as set forth above. The Book-Entry Certificates will be issued as 
one or more certificates registered in the name of a nominee designated by the  
Depository, and Certificate Owners will hold interests in the Book-Entry        
Certificates through the book-entry facilities of the Depository in the minimum 
Denominations and aggregate Denominations as set forth in the above. No         
Certificate Owner of a Book-Entry Certificate of any Class thereof will be      
entitled to receive a Definitive Certificate representing its interest in such  
Class, except as provided in Section 5.03 herein. Unless and until Definitive   
Certificates are issued in respect of a Class of Book-Entry Certificates,       
beneficial ownership interests in such Class of Certificates will be maintained 
and transferred on the book-entry records of the Depository and Depository      
Participants, and all references to actions by Holders of such Class of         
Certificates will refer to action taken by the Depository upon instructions     
received from the related registered Holders of Certificates through the        
Depository Participants in accordance with the Depository's procedures and,     
except as otherwise set forth herein, all references herein to payments,        
notices, reports and statements to Holders of such Class of Certificates will   
refer to payments, notices, reports and statements to the Depository or its     
nominee as the registered Holder thereof, for distribution to the related       
registered Holders of Certificates through the Depository Participants in       
accordance with the Depository's procedures.                                    

     (a) The Certificates shall be executed by manual or facsimile
signature on behalf of the Certificate Registrar by an authorized signatory.    
Certificates bearing the manual or facsimile signatures of individuals who were 
at any time the authorized signatories of the Certificate Registrar shall be    
entitled to all benefits under this Agreement, subject to the following         
sentence, notwithstanding that such individuals or any of them have ceased to   
hold such offices prior to the authentication and delivery of such Certificates 
or did not hold such offices at the date of such Certificates. No Certificate   
shall be entitled to any benefit under this Agreement, or be valid for any      
purpose, however, unless there appears on such Certificate a certificate of     
authentication substantially in the form provided for herein executed by the    
Authenticating Agent by manual signature, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that  
such Certificate has been duly authenticated and delivered hereunder. Wells     
Fargo Bank, N.A. is hereby initially appointed Authenticating Agent with power  
to act, on the Trustee's behalf, in the authentication and delivery of the      
Certificates in connection with transfers and exchanges as herein provided. If  
Wells Fargo Bank, N.A. is removed as Paying Agent, then Wells Fargo Bank, N.A.  
shall be terminated as Authenticating Agent. If the Authenticating Agent is     
terminated, the Trustee shall appoint a successor Authenticating Agent, which   
may be the Trustee or an Affiliate thereof.                                     

   (b) Wells Fargo Bank, N.A. maintains an office and conducts
certificate transfer services at Wells Fargo Center, Sixth and Marquette,       
Minneapolis, Minnesota 55479-0113. Wells Fargo otherwise conducts trustee and   
securities administration services at its offices in Columbia, Maryland. Its    
address there is 9062 Old Annapolis Road, Columbia, Maryland 21045-1951.        

  (c) Any of the Certificates may be issued with appropriate
insertions, omissions, substitutions and variations, and may have imprinted or  
otherwise reproduced thereon such legend or legends, not inconsistent with the  
provisions of this Agreement, as may be required to comply with any law or with 
rules or regulations pursuant thereto, or with the rules of any securities      
market in which the Certificates are admitted to trading, or to conform to      
general usage.                                                                  

           Section 5.02 Registration of Transfer and Exchange of Certificates.
(a) At all times during the term of this Agreement, there shall be maintained at
the office of the Certificate Registrar a Certificate Register in which, subject
to such reasonable regulations as the Certificate Registrar may prescribe, the  
Certificate Registrar shall provide for the registration of Certificates and of 
transfers and exchanges of Certificates as herein provided. Wells Fargo Bank,   
N.A. is hereby initially appointed Certificate Registrar for the purpose of     
registering Certificates and transfers and exchanges of Certificates as herein  
provided. The Certificate Registrar may appoint, by a written instrument        
delivered to the Depositor, the Trustee, the Paying Agent, the Special Servicer 
and the Master Servicer, any other bank or trust company to act as Certificate  
Registrar under such conditions as the predecessor Certificate Registrar may    
prescribe, provided that the predecessor Certificate Registrar shall not be     
relieved of any of its duties or responsibilities hereunder by reason of such   
appointment. The Depositor, the Trustee, the Master Servicer and the Special    
Servicer shall have the right to inspect the Certificate Register or to obtain a
copy thereof at all reasonable times, and to rely conclusively upon a           
certificate of the Certificate Registrar as to the information set forth in the 
Certificate Register. The names and addresses of all Certificateholders and the 
names and addresses of the transferees of any Certificates shall be registered  
in the Certificate Register; provided, however, in no event shall the           
Certificate Registrar be required to maintain in the Certificate Register the   
names of Certificate Owners. The Person in whose name any Certificate is so     
registered shall be deemed and treated as the sole owner and Holder thereof for 
all purposes of this Agreement and the Certificate Registrar, the Master        
Servicer, the Paying Agent, the Trustee, the Special Servicer and any agent of  
any of them shall not be affected by any notice or knowledge to the contrary. A 
Definitive Certificate is transferable or exchangeable only upon the surrender  
of such Certificate to the Certificate Registrar at its office maintained at    
Wells Fargo Bank, N.A., as Certificate Registrar, Sixth Street and Marquette    
Avenue, Minneapolis, Minnesota 55479, Attn: Corporate Trust Services - J.P.     
Morgan Chase Commercial Mortgage Securities Trust 2007-C1, Commercial Mortgage  
Pass-Through Certificates, Series 2007-CIBC20 (the "Registrar Office") together 
with an assignment and transfer (executed by the Holder or his duly authorized  
attorney).. Subject to the requirements of Sections 5.02(b), (c) and (d), the   
Certificate Registrar shall execute and the Authenticating Agent shall duly     
authenticate in the name of the designated transferee or transferees, one or    
more new Certificates in Denominations of a like aggregate Denomination as the  
Definitive Certificate being surrendered. Such Certificates shall be delivered  
by the Certificate Registrar in accordance with Section 5.02(e). Each           
Certificate surrendered for registration of transfer shall be canceled, and the 
Certificate Registrar shall hold such canceled Certificates in accordance with  
its standard procedures.                                                        

       (b) No transfer of any Non-Registered Certificate shall be made
unless that transfer is made pursuant to an effective registration statement    
under the Securities Act, and effective registration or qualification under     
applicable state securities laws, or is made in a transaction which does not    
require such registration or qualification. If a transfer (other than one by the
Depositor to an Affiliate thereof or by the Initial Purchaser to Anthracite     
Capital, Inc.) is to be made in reliance upon an exemption from the Securities  
Act, and under the applicable state securities laws, then either:               

       (i) Rule 144A Book-Entry Certificate to Regulation S Book-Entry
Certificate During the Restricted Period. If, during the Restricted 
Period, a Certificate Owner of an interest in a Rule 144A Book-Entry
      Certificate wishes at any time to transfer its beneficial interest in such
    Rule 144A Book-Entry Certificate to a Person who wishes to take delivery
     thereof in the form of a beneficial interest in a Regulation S Book-Entry
      Certificate, such Certificate Owner may, in addition to complying with all
applicable rules and procedures of the Depository and Clearstream or
   Euroclear applicable to transfers by their respective participants (the
"Applicable Procedures"), transfer or cause the transfer of such    
beneficial interest for an equivalent beneficial interest in the    
Regulation S Book-Entry Certificate only upon compliance with the   
  provisions of this Section 5.02(b)(i). Upon receipt by the Certificate
  Registrar at its Registrar Office of (1) written instructions given in
   accordance with the Applicable Procedures from a Depository Participant
    directing the Certificate Registrar to credit or cause to be credited to
    another specified Depository Participant's account a beneficial interest
in the Regulation S Book-Entry Certificate in an amount equal to the
Denomination of the beneficial interest in the Rule 144A Book-Entry 
  Certificate to be transferred, (2) a written order given in accordance
with the Applicable Procedures containing information regarding the 
   account of the Depository Participant (and the Euroclear or Clearstream
    account, as the case may be) to be credited with, and the account of the
   Depository Participant to be debited for, such beneficial interest, and
      (3) a certificate in the form of Exhibit K hereto given by the Certificate
   Owner that is transferring such interest, the Certificate Registrar, as
     custodian of the Book-Entry Certificates shall reduce the Denomination of
      the Rule 144A Book-Entry Certificate by the Denomination of the beneficial
      interest in the Rule 144A Book-Entry Certificate to be so transferred and,
concurrently with such reduction, increase the Denomination of the  
     Regulation S Book-Entry Certificate by the Denomination of the beneficial
      interest in the Rule 144A Book-Entry Certificate to be so transferred, and
    credit or cause to be credited to the account of the Person specified in
     such instructions (who shall be a Depository Participant acting for or on
behalf of Euroclear or Clearstream, or both, as the case may be) a  
   beneficial interest in the Regulation S Book-Entry Certificate having a
  Denomination equal to the amount by which the Denomination of the Rule
144A Book-Entry Certificate was reduced upon such transfer.         

        (ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry
     Certificate After the Restricted Period. If, after the Restricted Period,
    a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate
    wishes at any time to transfer its beneficial interest in such Rule 144A
     Book-Entry Certificate to a Person who wishes to take delivery thereof in
the form of a beneficial interest in a Regulation S Book-Entry      
      Certificate, such holder may, in addition to complying with all Applicable
      Procedures, transfer or cause the transfer of such beneficial interest for
      an equivalent beneficial interest in a Regulation S Book-Entry Certificate
      only upon compliance with the provisions of this Section 5.02(b)(ii). Upon
receipt by the Certificate Registrar at its Registrar Office of (1) 
   written instructions given in accordance with the Applicable Procedures
from a Depository Participant directing the Certificate Registrar to
credit or cause to be credited to another specified Depository      
      Participant's account a beneficial interest in the Regulation S Book-Entry
Certificate in an amount equal to the Denomination of the beneficial
     interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a
written order given in accordance with the Applicable Procedures    
      containing information regarding the account of the Depository Participant
(and, in the case of a transfer pursuant to and in accordance with  
      Regulation S, the Euroclear or Clearstream account, as the case may be) to
 be credited with, and the account of the Depository Participant to be
    debited for, such beneficial interest, and (3) a certificate in the form
   of Exhibit N hereto given by the Certificate Owner that is transferring
   such interest, the Certificate Registrar as custodian of the Book-Entry
  Certificates shall reduce the Denomination of the Rule 144A Book-Entry
   Certificate by the aggregate Denomination of the beneficial interest in
the Rule 144A Book-Entry Certificate to be so transferred and,      
concurrently with such reduction, increase the Denomination of the  
    Regulation S Book-Entry Certificate by the aggregate Denomination of the
beneficial interest in the Rule 144A Book-Entry Certificate to be so
 transferred, and credit or cause to be credited to the account of the
Person specified in such instructions (who shall be a Depository    
     Participant acting for or on behalf of Euroclear or Clearstream, or both,
    as the case may be) a beneficial interest in the Regulation S Book-Entry
Certificate having a Denomination equal to the amount by which the  
      Denomination of the Rule 144A Book-Entry Certificate was reduced upon such
transfer.                                                           

         (iii) Regulation S Book-Entry Certificate to Rule 144A Book-Entry
  Certificate. If the Certificate Owner of an interest in a Regulation S
Book-Entry Certificate wishes at any time to transfer its beneficial
interest in such Regulation S Book-Entry Certificate to a Person who
   wishes to take delivery thereof in the form of a beneficial interest in
 the Rule 144A Book-Entry Certificate, such holder may, in addition to
    complying with all Applicable Procedures, transfer or cause the transfer
    of such beneficial interest for an equivalent beneficial interest in the
     Rule 144A Book-Entry Certificate only upon compliance with the provisions
     of this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar at
     its Registrar Office of (1) written instructions given in accordance with
 the Applicable Procedures from a Depository Participant directing the
Certificate Registrar to credit or cause to be credited to another  
   specified Depository Participant's account a beneficial interest in the
      Rule 144A Book-Entry Certificate in an amount equal to the Denomination of
    the beneficial interest in the Regulation S Book-Entry Certificate to be
    transferred, (2) a written order given in accordance with the Applicable
     Procedures containing information regarding the account of the Depository
Participant to be credited with, and the account of the Depository  
      Participant (or, if such account is held for Euroclear or Clearstream, the
   Euroclear or Clearstream account, as the case may be) to be debited for
such beneficial interest, and (3) with respect to a transfer of a   
beneficial interest in the Regulation S Book-Entry Certificate for a
   beneficial interest in the related Rule 144A Book-Entry Certificate (i)
during the Restricted Period, a certificate in the form of Exhibit O
hereto given by the Certificate Owner, or (ii) after the Restricted 
Period, an Investment Representation Letter in the form of Exhibit C
     attached hereto from the transferee to the effect that such transferee is
    a Qualified Institutional Buyer (an "Investment Representation Letter"),
   the Certificate Registrar, as custodian of the Book-Entry Certificates,
    shall reduce the Denomination of the Regulation S Book-Entry Certificate
by the Denomination of the beneficial interest in the Regulation S  
 Book-Entry Certificate to be transferred, and, concurrently with such
reduction, increase the Denomination of the Rule 144A Book-Entry    
   Certificate by the aggregate Denomination of the beneficial interest in
    the Regulation S Book-Entry Certificate to be so transferred, and credit
  or cause to be credited to the account of the Person specified in such
instructions (who shall be a Depository Participant acting for or on
behalf of Euroclear or Clearstream, or both, as the case may be) a  
beneficial interest in the Rule 144A Book-Entry Certificate having a
Denomination equal to the amount by which the Denomination of the   
Regulation S Book-Entry Certificate was reduced upon such transfer. 

         (iv) Transfers Within Regulation S Book-Entry Certificates During
      Restricted Period. If, during the Restricted Period, the Certificate Owner
      of an interest in a Regulation S Book-Entry Certificate wishes at any time
   to transfer its beneficial interest in such Certificate to a Person who
    wishes to take delivery thereof in the form of a Regulation S Book-Entry
     Certificate, such Certificate Owner may transfer or cause the transfer of
  such beneficial interest for an equivalent beneficial interest in such
Regulation S Book-Entry Certificate only upon compliance with the   
      provisions of this Section 5.02(b)(iv) and all Applicable Procedures. Upon
receipt by the Certificate Registrar at its Registrar Office of (1) 
   written instructions given in accordance with the Applicable Procedures
from a Depository Participant directing the Certificate Registrar to
credit or cause to be credited to another specified Depository      
Participant's account a beneficial interest in such Regulation S    
Book-Entry Certificate in an amount equal to the Denomination of the
beneficial interest to be transferred, (2) a written order given in 
      accordance with the Applicable Procedures containing information regarding
  the account of the Depository Participant to be credited with, and the
  account of the Depository Participant (or, if such account is held for
  Euroclear or Clearstream, the Euroclear or Clearstream account, as the
case may be) to be debited for, such beneficial interest and (3) a  
    certificate in the form of Exhibit P hereto given by the transferee, the
     Certificate Registrar, as custodian of the Book-Entry Certificates, shall
    debit the account of the transferring Regulation S Certificateholder and
    credit or cause to be credited to the account of the Person specified in
     such instructions (who shall be a Depository Participant acting for or on
behalf of Euroclear or Clearstream, or both, as the case may be) a  
   beneficial interest in the Regulation S Book-Entry Certificate having a
    Denomination equal to the amount specified in such instructions by which
the account to be debited was reduced upon such transfer.           

            (v) Transfers of Book-Entry Certificates to Definitive Certificates.
Any and all transfers from a Book-Entry Certificate to a transferee 
 wishing to take delivery in the form of a Definitive Certificate will
      require the transferee to take delivery subject to the restrictions on the
 transfer of such Definitive Certificate described on the face of such
Certificate, and such transferee agrees that it will transfer such  
Definitive Certificate only as provided therein and herein. No such 
   transfer shall be made and the Certificate Registrar shall not register
  any such transfer unless such transfer is made in accordance with this
Section 5.02(b)(v).                                                 

          (A) Transfers of a beneficial interest in a Book-Entry
        Certificate to an Institutional Accredited Investor will require
       delivery of such Certificate to the transferee in the form of a
           Definitive Certificate and the Certificate Registrar shall register
      such transfer only if prior to the transfer (i) two years have
       expired after the later of the Closing Date or the last date on
           which the Depositor or any Affiliate thereof held such Certificate,
          or (ii) such transferee furnishes to the Certificate Registrar (1)
    an Investment Representation Letter in the form of Exhibit C
           attached hereto to the effect that the transfer is being made to an
          Institutional Accredited Investor in accordance with an applicable
       exemption under the Act, and (2) if required by the Certificate
      Registrar, an opinion of counsel acceptable to the Certificate
   Registrar that such transfer is in compliance with the Act.

          (B) Transfers of a beneficial interest in a Book-Entry
          Certificate to a Regulation S Investor wishing to take delivery in
      the form of a Definitive Certificate will be registered by the
     Certificate Registrar only if the transferor has provided the
         Certificate Registrar with a certificate in the form of Exhibit P
           attached hereto. Transfers of a beneficial interest in a Book-Entry
      Certificate to a Qualified Institutional Buyer wishing to take
           delivery in the form of a Definitive Certificate will be registered
         by the Certificate Registrar only if such transferee furnishes to
            the Certificate Registrar an Investment Representation Letter in the
            form of Exhibit C attached hereto to the effect that the transfer is
        being made to a Qualified Institutional Buyer in accordance with
Rule 144A under the Act.                                

                  (C) Notwithstanding the foregoing, no transfer of a beneficial
         interest in a Regulation S Book-Entry Certificate to a Definitive
          Certificate pursuant to subparagraph (B) above shall be made prior
       to the expiration of the Restricted Period. Upon acceptance for
     exchange or transfer of a beneficial interest in a Book-Entry
         Certificate for a Definitive Certificate, as provided herein, the
          Certificate Registrar shall endorse on the schedule affixed to the
    related Book-Entry Certificate (or on a continuation of such
       schedule affixed to such Book-Entry Certificate and made a part
    thereof) an appropriate notation evidencing the date of such
       exchange or transfer and a decrease in the Denomination of such
           Book-Entry Certificate equal to the Denomination of such Definitive
         Certificate issued in exchange therefor or upon transfer thereof.

   (vi) Transfers of Definitive Certificates to the Book-Entry
    Certificates. If a Holder of a Definitive Certificate wishes at any time
to transfer such Certificate to a Person who wishes to take delivery
    thereof in the form of a beneficial interest in the related Regulation S
   Book-Entry Certificate or the related Rule 144A Book-Entry Certificate,
such transfer may be effected only in accordance with the Applicable
     Procedures, and this Section 5.02(b)(vi). Upon receipt by the Certificate
     Registrar at the Registrar Office of (1) the Definitive Certificate to be
    transferred with an assignment and transfer pursuant to Section 5.02(d),
(2) written instructions given in accordance with the Applicable    
Procedures from a Depository Participant directing the Certificate  
Registrar to credit or cause to be credited to another specified    
     Depository Participant's account a beneficial interest in such Regulation
     S Book-Entry Certificate or such Rule 144A Book-Entry Certificate, as the
 case may be, in an amount equal to the Denomination of the Definitive
     Certificate to be so transferred, (3) a written order given in accordance
with the Applicable Procedures containing information regarding the 
   account of the Depository Participant (and, in the case of any transfer
  pursuant to Regulation S, the Euroclear or Clearstream account, as the
     case may be) to be credited with such beneficial interest, and (4) (x) if
delivery is to be taken in the form of a beneficial interest in the 
    Regulation S Book-Entry Certificate, a Regulation S Transfer Certificate
   from the transferor or (y) an Investment Representation Letter from the
      transferee to the effect that such transferee is a Qualified Institutional
     Buyer, if delivery is to be taken in the form of a beneficial interest in
 the Rule 144A Book-Entry Certificate, the Certificate Registrar shall
    cancel such Definitive Certificate, execute and deliver a new Definitive
 Certificate for the Denomination of the Definitive Certificate not so
  transferred, registered in the name of the Holder, and the Certificate
      Registrar, as custodian of the Book-Entry Certificates, shall increase the
    Denomination of the Regulation S Book-Entry Certificate or the Rule 144A
  Book-Entry Certificate, as the case may be, by the Denomination of the
  Definitive Certificate to be so transferred, and credit or cause to be
      credited to the account of the Person specified in such instructions (who,
  in the case of any increase in the Regulation S Book-Entry Certificate
      during the Restricted Period, shall be a Depository Participant acting for
    or on behalf of Euroclear or Clearstream, or both, as the case may be) a
     corresponding Denomination of the Rule 144A Book-Entry Certificate or the
Regulation S Book-Entry Certificate, as the case may be.            

            It is the intent of the foregoing that under no circumstances may an
Institutional Accredited Investor that is not a Qualified Institutional Buyer   
take delivery in the form of a beneficial interest in a Book-Entry Certificate. 

(vii) Transfers of Definitive Certificates to Definitive
  Certificates. Any and all transfers from a Definitive Certificate to a
transferee wishing to take delivery in the form of a Definitive     
   Certificate will require the transferee to take delivery subject to the
    restrictions on the transfer of such Definitive Certificate described on
 the face of such Certificate, and such transferee agrees that it will
     transfer such Definitive Certificate only as provided therein and herein.
  No such transfer shall be made and the Certificate Registrar shall not
      register any such transfer unless such transfer is made in accordance with
procedures substantially consistent with those set forth in Section 
5.02(b)(v).                                                         

   (viii) An exchange of a beneficial interest in a Book-Entry
      Certificate for a Definitive Certificate or Certificates, an exchange of a
   Definitive Certificate or Certificates for a beneficial interest in the
 Book-Entry Certificate and an exchange of a Definitive Certificate or
    Certificates for another Definitive Certificate or Certificates (in each
    case, whether or not such exchange is made in anticipation of subsequent
    transfer, and in the case of the Book-Entry Certificates, so long as the
      Book-Entry Certificates remain outstanding and are held by or on behalf of
      the Depository), may be made only in accordance with this Section 5.02 and
     in accordance with the rules of the Depository and Applicable Procedures.

           Any purported or attempted transfer of a Non-Registered Certificate
in violation of the provisions of this Section 5.02(b) shall be null and void ab
initio and shall vest no rights in any purported transferee.                    

         Unless the Non-Registered Certificates have been registered under
the Securities Act, each of the Non-Registered Certificates shall bear a legend 
substantially to the following effect:                                          

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
        1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
        LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
      HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
  ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
      REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.      

          THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
       TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN
    ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A)
    PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
   EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THIS
          CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
           SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY
        BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
        144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C)
 (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) TO AN
          INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501
           (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN
         A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
  SECURITIES ACT, (d) (OTHER THAN WITH RESPECT TO A RESIDUAL
           CERTIFICATE) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF
            RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E)
       (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) PURSUANT TO
         ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
         THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE
    COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE
           REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
LAST PAGE OF THIS CERTIFICATE.                          

     THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT
           PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
        INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN
    TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
         AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT
           REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
         POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED
     INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL
          CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE
           REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT
        A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.

       (c) With respect to the ERISA Restricted Certificates, no sale,
transfer, pledge or other disposition of any such Certificate shall be made     
unless the Certificate Registrar shall have received either (i) a representation
letter from the proposed purchaser or transferee of such Certificate            
substantially in the form of Exhibit F attached hereto, to the effect that such 
proposed purchaser or transferee is not (a) an employee benefit plan subject to 
the fiduciary responsibility provisions of ERISA or a plan subject to Section   
4975 of the Code, or a governmental plan (as defined in Section 3(32) of ERISA) 
or a church plan (as defined in Section 3(33) of ERISA) for which no election   
has been made under Section 410(d) of the Code subject to any federal, state or 
local law ("Similar Law") which is, to a material extent, similar to the        
foregoing provisions of ERISA or the Code (each, a "Plan") or (b) a person      
acting on behalf of or using the assets of any such Plan (including an entity   
whose underlying assets include Plan assets by reason of investment in the      
entity by such Plan and the application of Department of Labor Regulation ss.   
2510.3-101), other than an insurance company using the assets of its general    
account under circumstances whereby the purchase and holding of such            
Certificates by such insurance company would be exempt from the prohibited      
transaction provisions of ERISA and the Code under Sections I and III of        
Prohibited Transaction Class Exemption 95-60 or (ii) if such Certificate which  
may be held only by a person not described in (a) or (b) above, is presented for
registration in the name of a purchaser or transferee that is any of the        
foregoing, an Opinion of Counsel in form and substance satisfactory to the      
Certificate Registrar and the Depositor to the effect that the acquisition and  
holding of such Certificate by such purchaser or transferee will not constitute 
or result in a non-exempt "prohibited transaction" within the meaning of ERISA, 
Section 4975 of the Code or any Similar Law, and will not subject the Trustee,  
the Paying Agent, the Certificate Registrar, the Master Servicer, the Special   
Servicer, the Underwriters, the Initial Purchaser or the Depositor to any       
obligation or liability (including obligations or liabilities under ERISA,      
Section 4975 of the Code or any such Similar Law) in addition to those set forth
in the Agreement. The Certificate Registrar shall not register the sale,        
transfer, pledge or other disposition of any ERISA Restricted Certificate unless
the Certificate Registrar has received either the representation letter         
described in clause (i) above or in the case of an ERISA Restricted Certificate,
the Opinion of Counsel described in clause (ii) above. The costs of any of the  
foregoing representation letters or Opinions of Counsel shall not be borne by   
any of the Depositor, the Master Servicer, the Special Servicer, the Trustee,   
the Paying Agent, the Underwriters, the Initial Purchaser, the Certificate      
Registrar or the Trust Fund. Each Certificate Owner of an ERISA Restricted      
Certificate shall be deemed to represent that it is not a Person specified in   
clauses (a) or (b) above. Any transfer, sale, pledge or other disposition of any
ERISA Restricted Certificates that would constitute or result in a prohibited   
transaction under ERISA, Section 4975 of the Code or any Similar Law, or would  
otherwise violate the provisions of this Section 5.02(c) shall be deemed        
absolutely null and void ab initio, to the extent permitted under applicable    
law.                                                                            

            So long as any of the Class of Certificates remains outstanding, the
Master Servicer or the Special Servicer, as applicable, will make available, or 
cause to be made available, upon request, to any Holder and any Person to whom  
any such Certificate of any such Class of Certificates may be offered or sold,  
transferred, pledged or otherwise disposed of by such Holder, information with  
respect to the Master Servicer, the Special Servicer or the Mortgage Loans      
necessary to the provision of an Opinion of Counsel described in this Section   
5.02(c).                                                                        

           (i) 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 (ii) below to deliver payments to a Person other than such Person.
    The rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:      

                 (A) (i) No Person holding or acquiring any Ownership Interest
         in a Residual Certificate shall be a Disqualified Organization or
            agent thereof (including a nominee, middleman or similar person) (an
         "Agent"), a Plan or a Person acting on behalf of or investing the
      assets of a Plan, including any entity whose underlying assets
         include Plan assets by reason of investment in the entity by such
       Plan and the application of Department of Labor Regulations ss.
           2510.3-101 (such Plan or Person, an "ERISA Prohibited Holder") or a
     Non-U.S. Person and (ii) each Person holding or acquiring any
         Ownership Interest in a Residual Certificate shall be a Permitted
    Transferee and in each case shall promptly notify the Master
            Servicer, the Trustee and the Certificate Registrar of any change or
impending change to such status;                        

                 (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 substantially in the form attached hereto as Exhibit D-1
          (a "Transfer Affidavit") 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 and is not a Disqualified Organization or Agent
          thereof, an ERISA Prohibited Holder or a Non-U.S. Person, and that
            it has reviewed the provisions of this Section 5.02(c) and agrees to
be bound by them;                                       

                 (C) Notwithstanding the delivery of a Transfer Affidavit by a
      proposed Transferee under clause (b) above, if the Certificate
        Registrar has actual knowledge that the proposed Transferee is a
       Disqualified Organization or Agent thereof, an ERISA Prohibited
        Holder or a Non-U.S. Person or is not a Permitted Transferee, no
           Transfer of an Ownership Interest in a Residual Certificate to such
proposed Transferee shall be effected; and              

                  (D) Each Person holding or acquiring any Ownership Interest in
    a Residual Certificate shall agree (1) to require a Transfer
     Affidavit 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 letter substantially in the form attached hereto as Exhibit D-2 (a
           "Transferor Letter") certifying that, among other things, it has no
           actual knowledge that such prospective Transferee is a Disqualified
      Organization or Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person.                                        

            (ii) If any purported Transferee shall become a Holder of a Residual
    Certificate in violation of the provisions of this Section 5.02(c), then
the last preceding Holder of such Residual Certificate that was in  
     compliance with the provisions of this Section 5.02(c) shall be restored,
to the extent permitted by law, to all rights as Holder thereof     
     retroactive to the date of registration of such Transfer of such Residual
     Certificate. None of the Trustee, the Master Servicer, the Authenticating
   Agent and the Certificate Registrar 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 5.02(c) 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;
 provided, however, that the Certificate Registrar shall be under such
    liability for a registration of Transfer of a Residual Certificate if it
has actual knowledge that the proposed Transferee is a Disqualified 
   Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S.
    Person in violation of Section 5.02(c)(i)(C) above or is not a Permitted
Transferee.                                                         

           (iii) The Paying Agent shall make available to the Internal Revenue
Service and those Persons specified by the REMIC Provisions all     
     information in its possession and necessary to compute any tax imposed as
a result of the Transfer of an Ownership Interest in a Residual     
 Certificate to any Person who is a Disqualified Organization or Agent
thereof, 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.                           

          (d) Subject to the restrictions on transfer and exchange set forth
in this Section 5.02, the Holder of any Definitive Certificate may transfer or  
exchange the same in whole or in part (with a Denomination equal to any         
authorized denomination) by surrendering such Certificate at the Registrar      
Office or at the office of any successor Certificate Registrar or transfer agent
appointed by the Certificate Registrar, together with an instrument of          
assignment or transfer (executed by the Holder or its duly authorized attorney),
in the case of transfer, and a written request for exchange in the case of      
exchange. Subject to the restrictions on transfer set forth in this Section 5.02
and Applicable Procedures, any Certificate Owner owning a beneficial interest in
a Non-Registered Certificate may cause the Certificate Registrar to request that
the Depository exchange such Certificate Owner's beneficial interest in a       
Book-Entry for a Definitive Certificate or Certificates. Following a proper     
request for transfer or exchange, the Certificate Registrar shall, within 5     
Business Days of such request if made at such Registrar Office, or within 10    
Business Days if made at the office of a transfer agent (other than the         
Certificate Registrar), execute and deliver at such Registrar Office or at the  
office of such transfer agent, as the case may be, to the transferee (in the    
case of transfer) or Holder (in the case of exchange) or send by first class    
mail (at the risk of the transferee in the case of transfer or Holder in the    
case of exchange) to such address as the transferee or Holder, as applicable,   
may request, a Definitive Certificate or Certificates, as the case may require, 
for a like aggregate Denomination and in such Denomination or Denominations as  
may be requested. The presentation for transfer or exchange of any Definitive   
Certificate shall not be valid unless made at the Registrar Office or at the    
office of a transfer agent by the registered Holder in person, or by a duly     
authorized attorney-in-fact. The Certificate Registrar may decline to accept any
request for an exchange or registration of transfer of any Certificate during   
the period of 15 days preceding any Distribution Date.                          

           (e) In the event a Responsible Officer of the Certificate Registrar
becomes aware that a Definitive Certificate (other than a Definitive Certificate
issued in exchange for a Certificate representing an interest in the Class A-1, 
Class A-2, Class A-3, Class A-4, Class A-SB, Class A-M, Class A-J or Class X-2  
Certificates) or a beneficial interest in a Book-Entry Certificate representing 
a Non-Registered Certificate is being held by or for the benefit of a Person who
is not an Eligible Investor, or that such holding is unlawful under the laws of 
a relevant jurisdiction, then the Certificate Registrar shall have the right to 
void such transfer, if permitted under applicable law, or to require the        
investor to sell such Definitive Certificate or beneficial interest in such     
Book-Entry Certificate to an Eligible Investor within 14 days after notice of   
such determination and each Certificateholder by its acceptance of a Certificate
authorizes the Certificate Registrar to take such action.                       

          (f) The Certificate Registrar shall provide an updated copy of the
Certificate Register to the Trustee, the Paying Agent, the Master Servicer, the 
Special Servicer and the Depositor upon written request.                        

        (g) No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in this Section 5.02 except as provided below. In          
connection with any transfer to an Institutional Accredited Investor, the       
transferor shall reimburse the Trust Fund for any costs (including the cost of  
the Certificate Registrar's counsel's review of the documents and any legal     
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided herein) incurred by the Certificate Registrar in connection with    
such transfer. With respect to any transfer or exchange of any Certificate, the 
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection    
with any such transfer or exchange.                                             

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

      (i) Notwithstanding any other provision of this Agreement, the
Paying Agent shall comply with all federal withholding requirements respecting  
payments to Certificateholders of interest or original issue discount that the  
Paying Agent reasonably believes are applicable under the Code. The consent of  
Certificateholders shall not be required for such withholding. If the Paying    
Agent does withhold any amount from interest or original issue discount payments
or advances thereof to any Certificateholder pursuant to federal withholding    
requirements, the Paying Agent shall indicate the amount withheld to such       
Certificateholders. Such amounts shall be deemed to have been distributed to    
such Certificateholders for all purposes of this Agreement.                     

          Section 5.03 Book-Entry Certificates. (a) The Regular Certificates
shall initially be issued as one or more Certificates registered in the name of 
the Depository or its nominee and, except as provided in subsection (c) below,  
transfer of such Certificates may not be registered by the Certificate Registrar
unless such transfer is to a successor Depository that agrees to hold such      
Certificates for the respective Certificate Owners with Ownership Interests     
therein. Such Certificate Owners shall hold and transfer their respective       
Ownership Interests in and to such Certificates through the book-entry          
facilities of the Depository and, except as provided in Section 5.02(d) above or
subsection (c) below, shall not be entitled to Definitive Certificates in       
respect of such Ownership Interests. All transfers by Certificate Owners of     
their respective Ownership Interests in the Book-Entry Certificates shall be    
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owner. Each Depository          
Participant shall only transfer the Ownership Interests in the Book-Entry       
Certificates of Certificate Owners it represents or of brokerage firms for which
it acts as agent in accordance with the Depository's normal procedures.         

           (b) The Trustee, the Paying Agent, the Master Servicer, the Special
Servicer, the Depositor and the Certificate Registrar may for all purposes,     
including the making of payments due on the Book-Entry Certificates, deal with  
the Depository as the authorized representative of the Certificate Owners with  
respect to such Certificates for the purposes of exercising the rights of       
Certificateholders hereunder. The rights of Certificate Owners with respect to  
the Book-Entry Certificates shall be limited to those established by law and    
agreements between such Certificate Owners and the Depository Participants and  
brokerage firms representing such Certificate Owners. Multiple requests and     
directions from, and votes of, the Depository as Holder of the Book-Entry       
Certificates with respect to any particular matter shall not be deemed          
inconsistent if they are made with respect to different Certificate Owners. The 
Paying Agent may establish a reasonable record date in connection with          
solicitations of consents from or voting by Certificateholders and shall give   
notice to the Depository of such record date.                                   

         (c) If (i)(A) the Depositor advises the Trustee, the Paying Agent
and the Certificate Registrar in writing that the Depository is no longer       
willing or able to properly discharge its responsibilities with respect to the  
Book-Entry Certificates and (B) the Depositor is unable to locate a qualified   
successor, or (ii) the Depositor at its option advises the Trustee, the Paying  
Agent and the Certificate Registrar in writing that it elects to terminate the  
book-entry system through the Depository, the Paying Agent shall notify the     
affected Certificate Owners, through the Depository with respect to all, any    
Class or any portion of any Class of the Certificates or (iii) the Certificate  
Registrar determines that Definitive Certificates are required in accordance    
with the provisions of Section 5.03(e), of the occurrence of any such event and 
of the availability of Definitive Certificates to Certificate Owners requesting 
the same. Upon surrender to the Certificate Registrar of the Book-Entry         
Certificates by the Depository or any custodian acting on behalf of the         
Depository, accompanied by registration instructions from the Depository for    
registration of transfer, the Certificate Registrar shall execute, and the      
Authenticating Agent shall authenticate and deliver, within 5 Business Days of  
such request if made at the Registrar Office, or within 10 Business Days if made
at the office of a transfer agent (other than the Certificate Registrar), the   
Definitive Certificates to the Certificate Owners identified in such            
instructions. None of the Depositor, the Master Servicer, the Trustee, the      
Paying Agent, the Special Servicer, the Authenticating Agent and 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 for purposes of evidencing         
ownership of any Class of Certificates, the registered Holders of such          
Definitive Certificates shall be recognized as Certificateholders hereunder and,
accordingly, shall be entitled directly to receive payments on, to exercise     
Voting Rights with respect to, and to transfer and exchange such Definitive     
Certificates.                                                                   

     (d) The Book-Entry Certificates (i) shall be delivered by the
Certificate Registrar to the Depository, or pursuant to the Depository's        
instructions, and shall be registered in the name of Cede & Co. and (ii) shall  
bear a legend substantially to the following effect:                            

            Unless this certificate is presented by an authorized representative
           of The Depository Trust Company, a New York corporation ("DTC"), to
           the Certificate Registrar 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 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.       

    The Book-Entry Certificates may be deposited with such other
Depository as the Certificate Registrar may from time to time designate, and    
shall bear such legend as may be appropriate.                                   

           (e) If the Trustee has instituted or if the Special Servicer or the
Master Servicer, on the Trustee's behalf, has been directed to institute any    
judicial proceeding in a court to enforce the rights of the Certificateholders  
under the Certificates, and the Trustee has been advised by counsel that in     
connection with such proceeding it is necessary or appropriate for the Trustee  
to obtain possession of all or any portion of the Certificates evidenced by     
Book-Entry Certificates, the Trustee may in its sole discretion determine that  
such Certificates shall no longer be represented by such Book-Entry             
Certificates. In such event, the Certificate Registrar will execute, the        
Authenticating Agent will authenticate and the Certificate Registrar will       
deliver, in exchange for such Book-Entry Certificates, Definitive Certificates  
in a Denomination equal to the aggregate Denomination of such Book-Entry        
Certificates to the party so requesting such Definitive Certificates. In such   
event, the Certificate Registrar shall notify the affected Certificate Owners   
and make appropriate arrangements for the effectuation of the purpose of this   
clause.                                                                         

    (f) Upon acceptance for exchange or transfer of a beneficial
interest in a Book-Entry Certificate for a Definitive Certificate, as provided  
herein, the Certificate Registrar shall endorse on a schedule affixed to the    
related Book-Entry Certificate (or on a continuation of such schedule affixed to
such Book-Entry Certificate and made a part thereof) an appropriate notation    
evidencing the date of such exchange or transfer and a decrease in the          
Denomination of such Book-Entry Certificate equal to the Denomination of such   
Definitive Certificate issued in exchange therefor or upon transfer thereof.    

         (g) If a Holder of a Definitive Certificate wishes at any time to
transfer such Certificate to a Person who wishes to take delivery thereof in the
form of a beneficial interest in the Book-Entry Certificate, such transfer may  
be effected only in accordance with Applicable Procedures, Section 5.02(b) and  
this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar
Office of (i) the Definitive Certificate to be transferred with an assignment   
and transfer pursuant to Section 5.02(a), and all required items pursuant to    
Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive      
Certificate, execute and deliver a new Definitive Certificate for the           
Denomination of the Definitive Certificate not so transferred, registered in the
name of the Holder or the Holder's transferee (as instructed by the Holder), and
the Certificate Registrar as custodian of the Book-Entry Certificates shall     
increase the Denomination of the related Book-Entry Certificate by the          
Denomination of the Definitive Certificate to be so transferred, and credit or  
cause to be credited to the account of the Person specified in such instructions
a corresponding Denomination of such Book-Entry Certificate.                    

          Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates. If
(i) 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 (ii) there is delivered to the
Trustee and the Certificate Registrar such security or indemnity as may be      
required by them to save each of them harmless, then, in the absence of actual  
notice to the Trustee or 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 the same Class and of like Percentage Interest. Upon the issuance
of any new Certificate under this Section, the Trustee and 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 Trustee and the Certificate    
Registrar) connected therewith. Any replacement Certificate issued pursuant to  
this Section shall constitute complete and indefeasible evidence of ownership in
the Trust Fund, as if originally issued, whether or not the lost, stolen or     
destroyed Certificate shall be found at any time.                               

          Section 5.05 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Master Servicer,   
the Special Servicer, the Paying Agent, the Trustee, the Certificate Registrar  
and any agents of any of them may treat the person in whose name such           
Certificate is registered as the owner of such Certificate for the purpose of   
receiving distributions pursuant to Section 4.01 and for all other purposes     
whatsoever, except as and to the extent provided in the definition of           
"Certificateholder," and none of the Depositor, the Master Servicer, the Special
Servicer, the Paying Agent, the Trustee, the Certificate Registrar and any agent
of any of them shall be affected by notice to the contrary except as provided in
Section 5.02(d).                                                                

            Section 5.06 Certificate Ownership Certification. To the extent that
under the terms of this Agreement, it is necessary to determine whether any     
Person is a Certificate Owner, the Paying Agent shall make such determination   
based on a certificate of such Person which shall be addressed to the Paying    
Agent and shall specify, in reasonable detail satisfactory to the Paying Agent, 
such Person's name and address, the Class and Certificate Balance or Notional   
Amount of the Regular Certificate beneficially owned, and any intermediaries    
through which such Person's interest in such Regular Certificate is held (any   
such certification, other than one which the Paying Agent shall refuse to       
recognize pursuant to the following procedures, a "Certificate Ownership        
Certification"); provided, however, that the Paying Agent shall not knowingly   
recognize such Person as a Certificate Owner if such Person, to the actual      
knowledge of a Responsible Officer of such party, acquired its interest in a    
Regular Certificate in violation of the transfer restrictions herein, or if such
Person's certification that it is a Certificate Owner is in direct conflict with
information obtained by the Paying Agent from the Depository or any Depository  
Participant with respect to the identity of a Certificate Owner; provided,      
however, that to the extent the Paying Agent is required to obtain such         
Certificate Owner information from the Depository or any Depository Participant,
the Paying Agent shall be reimbursed for any cost or expense in obtaining such  
information from the Distribution Account. The Paying Agent may conclusively    
rely on such Certificate Ownership Certification. The Master Servicer will only 
be required to acknowledge the status of any Person as a Certificateholder or   
Certificate Owner to the extent that the Paying Agent, at the request of the    
Master Servicer, identifies such Person as a Certificateholder or Certificate   
Owner.                                                                          

            Section 5.07 Appointment of Paying Agent. (a) Wells Fargo Bank, N.A.
is hereby initially appointed Paying Agent to act on the Trustee's behalf in    
accordance with the terms of this Agreement. If the Paying Agent resigns or is  
terminated, the Trustee shall appoint a successor Paying Agent which may be the 
Trustee or an Affiliate thereof to fulfill the obligations of the Paying Agent  
hereunder which must be (i) a corporation, national bank, national banking      
association or a trust company, organized and doing business under the laws of  
any state or the United States of America, authorized under such laws to        
exercise corporate trust powers under this Agreement, having a combined capital 
and surplus of at least $100,000,000 and subject to supervision or examination  
by federal or state authority and shall not be an Affiliate of the Master       
Servicer or the Special Servicer (except during any period when the Trustee is  
acting as, or has become successor to, the Master Servicer or the Special       
Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution    
insured by the Federal Deposit Insurance Corporation and (iii) an institution   
whose long-term senior unsecured debt is rated "AA-" by S&P and "Aa3" by Moody's
(or such entity as would not, as evidenced in writing by such Rating Agency,    
result in the qualification, downgrading or withdrawal of any of the ratings    
then assigned thereby to the Certificates or any class of Serviced Companion    
Loan Securities); provided that the Paying Agent shall not cease to be eligible 
to serve as such based on a failure to satisfy such rating requirements so long 
as the Paying Agent maintains a long-term unsecured debt rating of no less than 
"A" from S&P and "A2" from Moody's (or such rating as would not, as evidenced in
writing by such Rating Agency, result in a qualification, downgrading or        
withdrawal of any of the ratings assigned to the Certificates or any class of   
Serviced Companion Loan Securities).                                            

           (b) The Paying Agent may rely upon 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 reasonably believed by it to be genuine and to have been signed or  
presented by the proper party or parties.                                       

           (c) The Paying Agent, at the expense of the Trust Fund (but only if
such amount constitutes "unanticipated expenses of the REMIC" within the meaning
of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel   
and the advice of such counsel or 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 therewith.           

          (d) The Paying Agent shall not be personally liable for any action
reasonably taken, suffered or omitted by it in good faith and believed by it to 
be authorized or within the discretion or rights or powers conferred upon it by 
this Agreement.                                                                 

    (e) The Paying Agent may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through      
agents or attorneys; provided, however, that the appointment of such agents or  
attorneys shall not relieve the Paying Agent of its duties or obligations       
hereunder.                                                                      

    (f) The Paying Agent shall not be responsible for any act or
omission of the Trustee, the Master Servicer, the Special Servicer or of the    
Depositor.                                                                      

[End of Article V]

ARTICLE VI

 THE DEPOSITOR, THE MASTER SERVICER,
THE SPECIAL SERVICER AND
 THE DIRECTING CERTIFICATEHOLDER

            Section 6.01 Liability of the Depositor, the Master Servicer and the
Special Servicer. The Depositor, the Master Servicer and the Special Servicer   
shall be liable in accordance herewith only to the extent of the respective     
obligations specifically imposed upon and undertaken by the Depositor, the      
Master Servicer and the Special Servicer herein.                                

          Section 6.02 Merger, Consolidation or Conversion of the Depositor,
the Master Servicer or the Special Servicer. (a) Subject to subsection (b)      
below, the Depositor, the Master Servicer and the Special Servicer each will    
keep in full effect its existence, rights and franchises as an entity under the 
laws of the jurisdiction of its incorporation or organization, and each will    
obtain and preserve its qualification to do business as a foreign entity in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates or any of the   
Mortgage Loans or Companion Loans and to perform its respective duties under    
this Agreement.                                                                 

            (b) The Depositor, the Master Servicer and the Special Servicer each
may be merged or consolidated with or into any Person, or transfer all or       
substantially all of its assets (which may be limited to all or substantially   
all of its assets related to commercial mortgage loan servicing) to any Person, 
in which case any Person resulting from any merger or consolidation to which the
Depositor, the Master Servicer or the Special Servicer shall be a party, or any 
Person succeeding to the business of the Depositor, the Master Servicer or the  
Special Servicer, shall be the successor of the Depositor, the Master Servicer  
and the Special Servicer (such Person, in the case of the Master Servicer or the
Special Servicer, in each of the foregoing cases, the "Surviving Entity"), as   
the case may be, hereunder, without the execution or filing of any paper (other 
than an assumption agreement wherein the successor shall agree to perform the   
obligations of and serve as the Depositor, the Master Servicer or the Special   
Servicer, as the case may be, in accordance with the terms of this Agreement) or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that such merger, consolidation or 
succession will not result in a withdrawal, downgrading or qualification of the 
then-current ratings of the Classes of Certificates or any class of Serviced    
Companion Loan Securities that have been so rated (as evidenced by a letter to  
such effect from each Rating Agency); provided, further however, that for so    
long as the Trust, and, with respect to any Companion Loan included as part of  
the trust in a related Other Securitization, is subject to the reporting        
requirements of the Exchange Act, if the Master Servicer or the Special Servicer
notifies the Depositor in writing (a "Merger Notice") of any such merger,       
consolidation, conversion or other change in form, and the Depositor or the     
depositor in such Other Securitization, as the case may be, notifies the Master 
Servicer or the Special Servicer, as applicable, in writing that the Depositor  
or the depositor in such Other Securitization, as the case may be, has          
discovered that such successor entity has not complied with its Exchange Act    
reporting obligations under any other commercial mortgage loan securitization   
(and specifically identifying the instance of noncompliance), then it shall be  
an additional condition to such succession that the Depositor shall have        
consented (which consent shall not be unreasonably withheld or delayed) to such 
successor entity. If, within 60 days following the date of delivery of the      
Merger Notice to the Depositor, the Depositor shall have failed to notify the   
Master Servicer or the Special Servicer, as applicable, in writing of the       
Depositor's determination to grant or withhold such consent, such failure shall 
be deemed to constitute a grant of such consent. If the conditions to the       
provisions in the second preceding sentence are not met, the Trustee may        
terminate, and if the conditions set forth in the second proviso of the second  
preceding sentence are not met the Trustee shall terminate, the applicable      
Surviving Entity's servicing of the Mortgage Loans pursuant hereto, such        
termination to be effected in the manner set forth in Section 7.01.             

         Section 6.03 Limitation on Liability of the Depositor, the Master
Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master
Servicer, the Special Servicer and their respective Affiliates or any of the    
directors, officers, employees or agents of any of the foregoing shall be under 
any liability to the Trust, the Certificateholders or the Companion Holders for 
any action taken or for refraining from the taking of any action in good faith  
pursuant to this Agreement, or for errors in judgment; provided, however, that  
(i) this provision shall not protect the Depositor, the Master Servicer, the    
Special Servicer and their respective Affiliates or any such Person against any 
breach of warranties or representations made herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence  
in the performance of duties or by reason of negligent disregard of obligations 
and duties hereunder. The Depositor, the Master Servicer (including in its      
capacity as Companion Paying Agent) and the Special Servicer and their          
respective Affiliates and any director, officer, member, manager, employee or   
agent of the Depositor, the Master Servicer or the Special Servicer and their   
respective Affiliates may rely on any document of any kind which, prima facie,  
is properly executed and submitted by any Person respecting any matters arising 
hereunder. The Depositor, the Master Servicer (including in its capacity as     
Companion Paying Agent) and the Special Servicer and their respective Affiliates
and any director, officer, employee or agent of any of the foregoing shall be   
indemnified and held harmless by the Trust against any and all claims, losses,  
penalties, fines, forfeitures, reasonable legal fees and related costs,         
judgments, and any other costs, liabilities, fees and expenses incurred in      
connection with any legal action (whether in equity or at law) or claim relating
to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates, 
other than any loss, liability or expense: (i) specifically required to be borne
thereby pursuant to the terms hereof; (ii) incurred in connection with any      
breach of a representation or warranty made by it herein; (iii) incurred by     
reason of bad faith, willful misconduct or negligence in the performance of its 
obligations or duties hereunder, or by reason of negligent disregard of such    
obligations or duties; or (iv) in the case of the Depositor and any of its      
directors, officers, employees and agents, incurred in connection with any      
violation by any of them of any state or federal securities law. Each of the    
Master Servicer and 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, financial statement,          
agreement, appraisal, bond or other document (in electronic or paper format) as 
contemplated by and in accordance with this Agreement and reasonably believed or
in good faith believed by the Master Servicer or the Special Servicer to be     
genuine and to have been signed or presented by the proper party or parties and 
each of them may consult with counsel, in which case any written advice of      
counsel 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.                                                                        

      (b) None of the Depositor, the Master Servicer and the Special
Servicer shall be under any obligation to appear in, prosecute or defend any    
legal or administrative action (whether in equity or at law), proceeding,       
hearing or examination that is not incidental to its respective duties under    
this Agreement or which in its opinion may involve it in any expense or         
liability not recoverable from the Trust Fund; provided, however, that each of  
the Depositor, the Master Servicer or the Special Servicer may in its discretion
undertake any such action, proceeding, hearing or examination that it may deem  
necessary or desirable in respect to this Agreement and the rights and duties of
the parties hereto and the interests of the Certificateholders hereunder. In    
such event, the legal expenses and costs of such action, proceeding, hearing or 
examination and any liability resulting therefrom shall be expenses, costs and  
liabilities of the Trust Fund, and the Depositor, the Master Servicer and the   
Special Servicer shall be entitled to be reimbursed therefor out of amounts     
attributable to the Mortgage Loans and Companion Loans on deposit in the        
Certificate Account, as provided by Section 3.05(a).                            

          (c) Each of the Master Servicer and the Special Servicer agrees to
indemnify the Depositor, the Trustee, the Paying Agent, any Serviced Companion  
Noteholder and the Trust and any director, officer, employee or agent thereof,  
and hold them harmless, from and against any and all claims, losses, penalties, 
fines, forfeitures, reasonable legal fees and related costs, judgments, and any 
other costs, liabilities, fees and expenses that any of them may sustain arising
from or as a result of any willful misfeasance, bad faith or negligence of the  
Master Servicer or the Special Servicer, as the case may be, in the performance 
of its obligations and duties under this Agreement or by reason of negligent    
disregard by the Master Servicer or the Special Servicer, as the case may be, of
its duties and obligations hereunder or by reason of breach of any              
representations or warranties made herein; provided that such indemnity shall   
not cover indirect or consequential damages. The Trustee, the Paying Agent or   
the Depositor, as the case may be, shall immediately notify the Master Servicer 
or the Special Servicer, as applicable, if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans entitling the Trust to          
indemnification hereunder, whereupon the Master Servicer or the Special         
Servicer, as the case may be, shall assume the defense of such claim (with      
counsel reasonably satisfactory to the Trustee, the Paying Agent or the         
Depositor) 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 or the Special Servicer, as the case may be, shall not      
affect any rights any of the foregoing Persons may have to indemnification under
this Agreement or otherwise, unless the Master Servicer's or the Special        
Servicer's, as the case may be, defense of such claim is materially prejudiced  
thereby.                                                                        

            (d) Each of the Trustee and the Paying Agent, respectively agrees to
indemnify the Master Servicer and the Special Servicer and any director,        
officer, employee or agent thereof, and hold them harmless, from and against any
and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments, and any other costs, liabilities, fees and expenses   
that any of them may sustain arising from or as a result of any willful         
misfeasance, bad faith or negligence of the Trustee or the Paying Agent,        
respectively, in the performance of its obligations and duties under this       
Agreement or by reason of negligent disregard by the Trustee or the Paying      
Agent, respectively, of its duties and obligations hereunder or by reason of    
breach of any representations or warranties made herein; provided, that such    
indemnity shall not cover indirect or consequential damages. The Master Servicer
or the Special Servicer, as the case may be, shall immediately notify the       
Trustee and the Paying Agent, respectively, if a claim is made by a third party 
with respect to this Agreement, whereupon the Trustee or the Paying Agent shall 
assume the defense of such claim (with counsel reasonably satisfactory to the   
Master Servicer or the Special 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 or the Paying Agent shall not affect
any rights any of the foregoing Persons may have to indemnification under this  
Agreement or otherwise, unless the Trustee's or the Paying Agent's defense of   
such claim is materially prejudiced thereby.                                    

         (e) The Depositor agrees to indemnify the Master Servicer and the
Special Servicer and any director, officer, employee or agent thereof, and hold 
them harmless, from and against any and all claims, losses, penalties, fines,   
forfeitures, reasonable legal fees and related costs, judgments, and any other  
costs, liabilities, fees and expenses that any of them may sustain arising from 
or as a result of any willful misfeasance, bad faith or negligence of the       
Depositor, in the performance of its obligations and duties under this Agreement
or by reason of negligent disregard by the Depositor of its duties and          
obligations hereunder or by reason of breach of any representations or          
warranties made herein; provided, that such indemnity shall not cover indirect  
or consequential damages. The Master Servicer or the Special Servicer, as the   
case may be, shall immediately notify the Depositor if a claim is made by a     
third party with respect to this Agreement, whereupon the Depositor shall assume
the defense of such claim (with counsel reasonably satisfactory to the Master   
Servicer or the Special 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 Depositor shall not affect any rights any of the       
foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Depositor's defense of such claim is materially prejudiced thereby.  

     (f) The applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer, Non-Serviced Paying Agent and Non-Serviced Trustee, and any of
their respective directors, officers, employees or agents (collectively, the    
"Non-Serviced Indemnified Parties"), shall be indemnified by the Trust and held 
harmless against the Trust's pro rata share (subject to the applicable          
Non-Serviced Intercreditor Agreement) of any and all claims, losses, damages,   
penalties, fines, forfeitures, reasonable legal fees and related costs,         
judgments, and any other costs, liabilities, fees and expenses incurred in      
connection with any legal action relating to a Non-Serviced Mortgage Loan under 
the applicable Non-Serviced Pooling Agreement or this Agreement, reasonably     
requiring the use of counsel or the incurring of expenses, other than any losses
incurred by reason of any Non-Serviced Indemnified Party's willful misfeasance, 
bad faith or negligence in the performance of its duties or by reason of        
negligent disregard of its obligations and duties under the applicable          
Non-Serviced Pooling Agreement or the applicable Non-Serviced Intercreditor     
Agreement.                                                                      

            The indemnification provided herein shall survive the termination of
this Agreement and the termination or resignation of the Master Servicer, the   
Trustee, the Paying Agent and the Special Servicer.                             

           Section 6.04 Depositor, Master Servicer and Special Servicer Not to
Resign. Subject to the provisions of Section 6.02, neither the Master Servicer  
nor the Special Servicer shall resign from their respective obligations and     
duties hereby imposed on each of them except upon (a) determination that such   
party's duties hereunder are no longer permissible under applicable law or (b)  
in the case of the Master Servicer, upon the appointment of, and the acceptance 
of such appointment by, a successor Master Servicer and receipt by the Trustee  
of written confirmation from each applicable Rating Agency that such resignation
and appointment will not cause such Rating Agency to downgrade, withdraw or     
qualify any of the then current ratings assigned by such Rating Agency to any   
Class of Certificates or any class of Serviced Companion Loan Securities. Only  
the Master Servicer shall be permitted to resign pursuant to clause (b) above.  
Any such determination permitting the resignation of the Master Servicer or the 
Special Servicer pursuant to clause (a) above shall be evidenced by an Opinion  
of Counsel (at the expense of the resigning party) to such effect delivered to  
the Trustee and the Directing Certificateholder. No such resignation by the     
Master Servicer or the Special Servicer shall become effective until the Trustee
or a successor Master Servicer or successor Special Servicer, as applicable,    
shall have assumed the Master Servicer's or Special Servicer's, as applicable,  
responsibilities and obligations in accordance with Section 7.02. Upon any      
termination or resignation of the Master Servicer hereunder, the Master Servicer
shall have the right and opportunity to appoint any successor Master Servicer   
with respect to this Section 6.04, provided that such successor Master Servicer 
is approved by the Directing Certificateholder, such approval not to be         
unreasonably withheld.                                                          

     Section 6.05 Rights of the Depositor in Respect of the Master
Servicer and the Special Servicer. The Depositor may, but is not obligated to,  
enforce the obligations of the Master Servicer and the Special Servicer         
hereunder and may, but is not obligated to, perform, or cause a designee to     
perform, any defaulted obligation of the Master Servicer and the Special        
Servicer hereunder or exercise the rights of the Master Servicer or Special     
Servicer, as applicable, hereunder; provided, however, that the Master Servicer 
and the Special Servicer shall not be relieved of any of their respective       
obligations hereunder by virtue of such performance by the Depositor or its     
designee. The Depositor shall not have any responsibility or liability for any  
action or failure to act by the Master Servicer or the Special Servicer and is  
not obligated to supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise.                                     

    Section 6.06 The Master Servicer and the Special Servicer as
Certificate Owner. The Master Servicer, the Special Servicer or any Affiliate   
thereof may become the Holder of (or, in the case of a Book-Entry Certificate,  
Certificate Owner with respect to) any Certificate with (except as otherwise set
forth in the definition of "Certificateholder") the same rights it would have if
it were not the Master Servicer, the Special Servicer or an Affiliate thereof.  

   Section 6.07 The Directing Certificateholder. The Directing
Certificateholder shall be entitled to advise (1) the Special Servicer with     
respect to all Specially Serviced Mortgage Loans, (2) the Special Servicer with 
respect to Non-Specially Serviced Mortgage Loans as to all matters for which the
Master Servicer must obtain the consent or deemed consent of the Special        
Servicer, and (3) the Special Servicer with respect to all Mortgage Loans for   
which an extension of maturity is being considered by the Special Servicer or by
the Master Servicer subject to consent or deemed consent of the Special         
Servicer, and notwithstanding anything herein to the contrary, except as set    
forth in, and in any event subject to the second and third paragraphs of this   
Section 6.07, both (a) the Master Servicer shall not be permitted to take any of
the following actions unless it has obtained the consent of the Special Servicer
and (b) the Special Servicer shall not be permitted to consent to the Master    
Servicer's taking any of the following actions nor will the Special Servicer    
itself be permitted to take any of the following actions as to which the        
Directing Certificateholder has objected in writing within ten (10) Business    
Days after receipt of the written recommendation and analysis (provided that if 
such written objection has not been received by the Master Servicer or the      
Special Servicer, as applicable, within such ten (10) Business Day period, then 
the Directing Certificateholder will be deemed to have waived its right to      
object):                                                                        

            (i) any proposed or actual foreclosure upon or comparable conversion
   (which may include acquisitions of an REO Property) of the ownership of
    properties securing such of the Mortgage Loans as come into and continue
in default;                                                         

       (ii) any modification, consent to a modification or waiver of a
monetary term or material non-monetary term (including, without     
   limitation, the timing of payments and acceptance of discounted payoffs
  but excluding waiver of Default Interest or late payment charges) of a
     Mortgage Loan or any extension of the maturity date of any Mortgage Loan;

          (iii) any sale of a Defaulted Mortgage Loan or REO Property (other
    than in connection with the termination of the Trust Fund) for less than
     the applicable Purchase Price (other than in connection with the exercise
of the Purchase Option);                                            

            (iv) any determination to bring an REO Property into compliance with
     applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;                                         

        (v) any release of collateral or any acceptance of substitute or
      additional collateral for a Mortgage Loan, or any consent to either of the
foregoing, other than required pursuant to the specific terms of the
related Mortgage Loan and for which there is no material lender     
discretion;                                                         

         (vi) any waiver of a "due-on-sale" or "due-on-encumbrance" clause
    with respect to a Mortgage Loan or any consent to such waiver or consent
    to a transfer of the Mortgaged Property or interests in the Mortgagor or
      consent to the incurrence of additional debt, other than any such transfer
      or incurrence of debt as may be effected without the consent of the lender
under the related loan agreement;                                   

        (vii) any property management company changes (with respect to a
     Mortgage Loan with a Stated Principal Balance greater than $2,500,000) or
     franchise changes with respect to a Mortgage Loan for which the lender is
required to consent or approve under the Mortgage Loan documents;   

      (viii) releases of any escrows, reserve accounts or letters of
    credit held as performance escrows or reserves other than those required
     pursuant to the specific terms of the related Mortgage Loan and for which
there is no material lender discretion;                             

            (ix) any acceptance of an assumption agreement releasing a Mortgagor
    from liability under a Mortgage Loan other than pursuant to the specific
 terms of such Mortgage Loan and for which there is no material lender
discretion; and                                                     

 (x) any determination of an Acceptable Insurance Default;

provided that, in the event that the Special Servicer or Master Servicer (in the
event the Master Servicer is otherwise authorized by this Agreement to take such
action), as applicable, determines that immediate action, with respect to the   
foregoing matters, or any other matter requiring consent of the Directing       
Certificateholder in this Agreement, is necessary to protect the interests of   
the Certificateholders (as a collective whole), the Special Servicer or Master  
Servicer, as applicable may take any such action without waiting for the        
Directing Certificateholder's response.                                         

            In addition, the Directing Certificateholder, subject to any rights,
if any, of the related Companion Holder to advise the Special Servicer with     
respect to the related Serviced Whole Loan pursuant to the terms of the related 
Intercreditor Agreement, may direct the Special Servicer to take, or to refrain 
from taking, such other actions with respect to a Mortgage Loan, as the         
Directing Certificateholder may deem advisable or as to which provision is      
otherwise made herein; provided that notwithstanding anything herein to the     
contrary, no such direction, and no objection contemplated by the preceding     
paragraph or this paragraph, may require or cause the Special Servicer to       
violate any provision of any Mortgage Loan, applicable law, this Agreement or   
the REMIC Provisions, including without limitation the Special Servicer's       
obligation to act in accordance with the Servicing Standards, or expose the     
Master Servicer, the Special Servicer, the Paying Agent, the Trust Fund or the  
Trustee to liability, or materially expand the scope of the Special Servicer's  
responsibilities hereunder or cause the Special Servicer to act, or fail to act,
in a manner which in the reasonable judgment of the Special Servicer is not in  
the best interests of the Certificateholders.                                   

            In the event the Special Servicer or Master Servicer, as applicable,
determines that a refusal to consent by the Directing Certificateholder or any  
advice from the Directing Certificateholder would otherwise cause the Special   
Servicer or Master Servicer, as applicable, to violate the terms of any Mortgage
Loan, applicable law or this Agreement, including without limitation, the       
Servicing Standards, the Special Servicer or Master Servicer, as applicable,    
shall disregard such refusal to consent or advise and notify the Directing      
Certificateholder, the Trustee and the Rating Agencies of its determination,    
including a reasonably detailed explanation of the basis therefor. The taking   
of, or refraining from taking, any action by the Master Servicer or Special     
Servicer in accordance with the direction of or approval of the Directing       
Certificateholder that does not violate any law or the Servicing Standards or   
any other provisions of this Agreement, will not result in any liability on the 
part of the Master Servicer or the Special Servicer.                            

            The Directing Certificateholder shall have no liability to the Trust
Fund or the Certificateholders for any action taken, or for refraining from the 
taking of any action, or for errors in judgment; provided, however, that the    
Directing Certificateholder shall not be protected against any liability to a   
Controlling Class Certificateholder that would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by 
reason of reckless disregard of obligations or duties. By its acceptance of a   
Certificate, each Certificateholder acknowledges and agrees that the Directing  
Certificateholder may take actions that favor the interests of one or more      
Classes of the Certificates including the Holders of the Controlling Class over 
other Classes of the Certificates, and that the Directing Certificateholder may 
have special relationships and interests that conflict with those of Holders of 
some Classes of the Certificates, that the Directing Certificateholder may act  
solely in the interests of the Holders of the Controlling Class, including the  
Holders of the Controlling Class that the Directing Certificateholder does not  
have any duties or liability to the Holders of any Class of Certificates other  
than the Controlling Class, that the Directing Certificateholder shall not be   
liable to any Certificateholder, by reason of its having acted solely in the    
interests of the Holders of the Controlling Class, and that the Directing       
Certificateholder shall have no liability whatsoever for having so acted, and no
Certificateholder may take any action whatsoever against the Directing          
Certificateholder or any director, officer, employee, agent or principal thereof
for having so acted.                                                            

 [End of Article VI]

 ARTICLE VII

 DEFAULT

            Section 7.01 Events of Default; Master Servicer and Special Servicer
Termination. (a) "Event of Default," wherever used herein, means any one of the 
following events:                                                               

      (i) (A) any failure by the Master Servicer to make any deposit
     required to be made by the Master Servicer to the Certificate Account, or
      remit to the Companion Paying Agent for deposit into the related Companion
Distribution Account, on the day and by the time such deposit or    
      remittance is required to be made under the terms of this Agreement, which
     failure is not remedied within one Business Day or (B) any failure by the
     Master Servicer to deposit into, or remit to the Paying Agent for deposit
    into, any Distribution Account any amount required to be so deposited or
      remitted, which failure is not remedied by 11:00 a.m. (New York City time)
on the relevant Distribution Date; or                               

        (ii) any failure by the Special Servicer to deposit into the REO
      Account, within one Business Day after such deposit is required to be made
or to remit to the Master Servicer for deposit into the Certificate 
   Account or to deposit into, or to remit to the Paying Agent for deposit
  into, the Lower-Tier Distribution Account any amount required to be so
      deposited or remitted by the Special Servicer pursuant to, and at the time
specified by, the terms of this Agreement; or                       

           (iii) any failure on the part of the Master Servicer or the Special
  Servicer duly to observe or perform in any material respect any of its
      other covenants or obligations contained in this Agreement which continues
      unremedied for a period of 30 days (or (A) with respect to any year that a
    report on Form 10-K is required to be filed, 5 Business Days in the case
      of the Master Servicer's or Special Servicer's, as applicable, obligations
contemplated by Article XI, (B) 15 days in the case of the Master   
     Servicer's failure to make a Servicing Advance or (C) 15 days in the case
   of a failure to pay the premium for any insurance policy required to be
maintained hereunder) after the date on which written notice of such
    failure, requiring the same to be remedied, shall have been given (A) to
   the Master Servicer or the Special Servicer, as the case may be, by any
      other party hereto, or (B) to the Master Servicer or the Special Servicer,
     as the case may be, with a copy to each other party to this Agreement, by
   the Holders of Certificates evidencing Percentage Interests aggregating
     not less than 25% or, solely as it relates to the servicing of a Serviced
Whole Loan, by any related Serviced Companion Noteholder; provided, 
      however, if such failure is capable of being cured and the Master Servicer
      or Special Servicer, as applicable, is diligently pursuing such cure, such
30-day period will be extended an additional 30 days; or            

         (iv) any breach on the part of the Master Servicer or the Special
   Servicer of any representation or warranty contained in Section 3.23 or
   Section 3.24, as applicable, which materially and adversely affects the
interests of any Class of Certificateholders or Companion Holders   
(excluding the holder of any Non-Serviced Companion Loan) and which 
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 or the Special Servicer, as the case may be,
by the Depositor, the Paying Agent or the Trustee, or to the Master 
   Servicer, the Special Servicer, the Depositor, the Paying Agent and the
  Trustee by the Holders of Certificates evidencing Percentage Interests
      aggregating not less than 25% or, solely as it relates to the servicing of
a Serviced Whole Loan, by any related Serviced Companion Noteholder;
      provided, however, if such breach is capable of being cured and the Master
   Servicer or the Special Servicer, as applicable, is diligently pursuing
    such cure, such 30-day period will be extended an additional 30 days; or

           (v) 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,
   marshaling 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 or the Special Servicer and such decree or order shall
     have remained in force undischarged, undismissed or unstayed for a period
of 60 days; or                                                      

         (vi) the Master Servicer or the Special Servicer shall consent to
      the appointment of a conservator, receiver, liquidator, trustee or similar
    official in any bankruptcy, insolvency, readjustment of debt, marshaling
  of assets and liabilities or similar proceedings of or relating to the
Master Servicer or the Special Servicer or of or relating to all or 
substantially all of its property; or                               

        (vii) the Master Servicer or the Special 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                

    (viii) a Servicing Officer of the Master Servicer or Special
  Servicer, as applicable, obtains actual knowledge that Moody's has (A)
   qualified, downgraded or withdrawn its rating or ratings of one or more
Classes of Certificates, or (B) has placed one or more Classes of   
     Certificates on "watch status" in contemplation of a ratings downgrade or
withdrawal (and such "watch status" placement shall not have been   
     withdrawn within 60 days of the date such Servicing Officer obtained such
     actual knowledge) and, in the case of either of clauses (A) or (B), cited
servicing concerns with the Master Servicer or Special Servicer, as 
applicable, as the sole or material factor in such rating action; or

            (ix) the Master Servicer or the Special Servicer is no longer listed
on S&P's Select Servicer List as a U.S. Commercial Mortgage Master  
   Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable,
      and is not reinstated to S&P's Select Servicer List within 60 days of such
 removal and any of the ratings assigned to the Certificates have been
   qualified, downgraded or withdrawn in connection with such a delisting.

          (b) If any Event of Default with respect to the Master Servicer or
the Special Servicer (in either case, for purposes of this Section 7.01(b), the 
"Defaulting Party") shall occur and be continuing, then, and in each and every  
such case, so long as such Event of Default shall not have been remedied, the   
Trustee or the Depositor may, and at the written direction of the Directing     
Certificateholder or the Holders of Certificates entitled to at least 51% of the
Voting Rights, the Trustee shall, terminate, by notice in writing to the        
Defaulting Party, with a copy of such notice to the Depositor, all of the rights
(subject to Section 3.11 and Section 6.03) and obligations of the Defaulting    
Party under this Agreement and in and to the Mortgage Loans and the proceeds    
thereof (other than as a Certificateholder or Companion Holder, if applicable); 
provided, however, that the Defaulting Party shall be entitled to the payment of
accrued and unpaid compensation and reimbursement through the date of such      
termination as provided for under this Agreement for services rendered and      
expenses incurred. From and after the receipt by the Defaulting Party of such   
written notice except as otherwise provided in this Article VII, all authority  
and power of the Defaulting Party under this Agreement, whether with respect to 
the Certificates (other than as a Holder of any Certificate) or the Mortgage    
Loans or otherwise, shall pass to and be vested in the Trustee with respect to a
termination of the Master Servicer, or the Special Servicer pursuant to and     
under this Section, and, without limitation, the Trustee is hereby authorized   
and empowered to execute and deliver, on behalf of and at the expense of the    
Defaulting Party, 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 and Special Servicer each  
agree that if it is terminated pursuant to this Section 7.01(b), it shall       
promptly (and in any event no later than 20 Business Days subsequent to its     
receipt of the notice of termination) provide the Trustee with all documents and
records requested by it to enable it to assume the Master Servicer's or the     
Special Servicer's, as the case may be, functions hereunder, and shall cooperate
with the Trustee in effecting the termination of the Master Servicer's or the   
Special Servicer's, as the case may be, responsibilities and rights (subject to 
Section 3.11 and Section 6.03) hereunder, including, without limitation, the    
transfer within 5 Business Days to the Trustee for administration by it of all  
cash amounts which shall at the time be or should have been credited by the     
Master Servicer to the Certificate Account or any Servicing Account (if it is   
the Defaulting Party), by the Special Servicer to the REO Account (if it is the 
Defaulting Party) or thereafter be received with respect to the Mortgage Loans  
or any REO Property (provided, however, that the Master Servicer and the Special
Servicer each shall, if terminated pursuant to this Section 7.01(b), continue to
be entitled to receive all amounts accrued or owing to it under this Agreement  
on or prior to the date of such termination, whether in respect of Advances (in 
the case of the Special Servicer or the Master Servicer) or otherwise, and it   
and its Affiliates and the directors, managers, officers, members, employees and
agents of it and its Affiliates shall continue to be entitled to the benefits of
Section 3.11 and Section 6.03 notwithstanding any such termination).            

       (c) If the Master Servicer receives notice of termination under
Section 7.01(b) solely due to an Event of Default under Section 7.01(a)(viii) or
(ix) and if the Master Servicer to be terminated pursuant to Section 7.01(b)    
provides the Trustee with the appropriate "request for proposal" materials      
within five (5) Business Days following such termination notice, then the Master
Servicer shall continue to service as Master Servicer hereunder until a         
successor Master Servicer is selected in accordance with this Section 7.01(c).  
Upon receipt of the "request for proposal" materials, Trustee shall promptly    
thereafter (using such "request for proposal" materials provided by the Master  
Servicer pursuant to Section 7.01(b)) solicit good faith bids for the rights to 
service the Mortgage Loans and Companion Loans under this Agreement from at     
least three (3) Persons qualified to act as Master Servicer hereunder in        
accordance with Sections 6.02 and 7.02 (any such Person so qualified, a         
"Qualified Bidder") or, if three (3) Qualified Bidders cannot be located, then  
from as many persons as the Trustee can determine are Qualified Bidders;        
provided that, at the Trustee's request, the Master Servicer shall supply the   
Trustee with the names of Persons from whom to solicit such bids; and provided, 
further, that the Trustee shall not be responsible if less than three (3) or no 
Qualified Bidders submit bids for the right to service the Mortgage Loans and   
Companion Loans under this Agreement. The bid proposal shall require any        
Successful Bidder (as defined below), as a condition of such bid, to enter into 
this Agreement as successor Master Servicer, and to agree to be bound by the    
terms hereof, within 45 days after the notice of termination of the Master      
Servicer. The materials provided to the Trustee shall provide for soliciting    
bids: (i) on the basis of such successor Master Servicer retaining all          
Sub-Servicers to continue the primary servicing of the Mortgage Loans and       
Companion Loans pursuant to the terms of the respective Sub-Servicing Agreements
(each, a "Servicing-Retained Bid"); and (ii) on the basis of terminating each   
Sub-Servicing Agreement and Sub-Servicer that it is permitted to terminate in   
accordance with Section 3.22 (each, a "Servicing-Released Bid"). The Trustee    
shall select the Qualified Bidder with the highest cash Servicing-Retained Bid  
(or, if none, the highest cash Servicing-Released Bid) (the "Successful Bidder")
to act as successor Master Servicer hereunder; provided, however, that if the   
Trustee does not receive confirmation in writing by each Rating Agency that the 
appointment of such Successful Bidder as successor Master Servicer will not     
result in the withdrawal, downgrade, or qualification of the rating assigned by 
the Rating Agency to any Class of Certificates or any class of Serviced         
Companion Loan Securities within 10 days after the selection of such Successful 
Bidder, then the Trustee shall repeat the bid process described above (but      
subject to the above-described 45-day time period) until such confirmation is   
obtained. The Trustee shall direct the Successful Bidder to enter into this     
Agreement as successor Master Servicer pursuant to the terms hereof no later    
than 45 days after notice of the termination of the Master Servicer.            

     Upon the assignment and acceptance of master servicing rights
hereunder (subject to the terms of Section 3.11) to and by the Successful       
Bidder, the Trustee shall remit or cause to be remitted (i) if the successful   
bid was a Servicing-Retained Bid, to the Master Servicer to be terminated       
pursuant to Section 7.01(b), the amount of such cash bid received from the      
Successful Bidder (net of "out-of-pocket" expenses incurred in connection with  
obtaining such bid and transferring servicing) and (ii) if the successful bid   
was a Servicing-Released Bid, to the Master Servicer and each terminated        
Sub-Servicer its respective Bid Allocation.                                     

        The Master Servicer to be terminated pursuant to Section 7.01(b)
shall be responsible for all out-of-pocket expenses incurred in connection with 
the attempt to sell its rights to service the Mortgage Loans, which expenses are
not reimbursed to the party that incurred such expenses pursuant to the         
preceding paragraph.                                                            

       If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within the above-described time period or no          
Successful Bidder was identified within the above-described time period, the    
Master Servicer to be terminated pursuant to Section 7.01(b) shall reimburse the
Trustee for all reasonable "out-of-pocket" expenses incurred by the Trustee in  
connection with such bid process and the Trustee shall have no further          
obligations under this Section 7.01(c). The Trustee thereafter may act or may   
select a successor to act as Master Servicer hereunder in accordance with       
Section 7.02.                                                                   

            Notwithstanding Section 7.01(b), if any Event of Default on the part
of the Master Servicer shall occur and be continuing that materially and        
adversely affects a Serviced Whole Loan, Serviced Companion Loan or any Serviced
Companion Loan Securities (in each case, solely with respect to the Block at    
Orange Pari Passu Companion Loan and the Westin Portfolio Pari Passu Companion  
Loan), then, so long as such Event of Default shall not have been remedied, the 
Holder of the related Serviced Companion Loan or the trustee appointed under the
related Other Pooling and Servicing Agreement, as applicable, shall be entitled 
to direct the Trustee to require the Master Servicer to appoint a sub-servicer  
solely with respect to the related Serviced Whole Loan (or if the related       
Serviced Whole Loan is currently being sub-serviced, to replace the current     
sub-servicer, but only if such original sub-servicer is in default under the    
related sub-servicing agreement). The appointed (or replacement) sub-servicer   
shall be selected by the Majority Controlling Class Certificateholder and the   
related Holder of the Serviced Companion Loan or directing certficateholder     
under the Other Pooling and Servicing Agreement, as applicable, provided that if
such holders are not able to agree on a sub-servicer within 30 days following   
notice of such Event of Default, such sub-servicer shall be selected by the     
Majority Controlling Class Certificateholder. Any such sub-servicer under this  
paragraph shall meet the eligibility requirements of Section 7.02 and the       
eligibility requirements of the related Other Pooling and Servicing Agreement,  
and the appointment thereof shall comply with the provisions of Section 7.02.   
Any appointment of a sub-servicer in accordance with this paragraph shall be    
subject to the receipt of confirmation from the Rating Agencies that such       
appointment or replacement will not result in the downgrade, withdrawal or      
qualification of the ratings of any Class of Certificates or class of any       
related Serviced Companion Loan Securities. In addition, if the Trustee directs 
an appointment of a sub-servicer solely with respect to a Serviced Whole Loan,  
the Master Servicer shall not be liable for any losses incurred due to the      
actions of such sub-servicer.                                                   

          (d) The Directing Certificateholder shall be entitled to terminate
the rights (subject to Section 3.11 and Section 6.03(d)) and obligations of the 
Special Servicer under this Agreement, with or without cause, upon ten (10)     
Business Days' notice to the Special Servicer, the Master Servicer, the Paying  
Agent and the Trustee; such termination to be effective upon the appointment of 
a successor Special Servicer meeting the requirements of this Section 7.01(d).  
Upon a termination or resignation of such Special Servicer, the Directing       
Certificateholder shall appoint a successor Special Servicer; provided, however,
that (i) such successor will meet the requirements set forth in Section 7.02 and
(ii) as evidenced in writing by each of the Rating Agencies, the proposed       
successor of such Special Servicer will not, in and of itself, result in a      
downgrading, withdrawal or qualification of the then-current ratings provided by
the Rating Agencies in respect to any Class of then outstanding Certificates    
that is rated or, insofar as there is then outstanding any class of Serviced    
Companion Loan Securities that is then rated by such Rating Agency, in a similar
event with respect to such class of Serviced Companion Loan Securities.         

        (e) No penalty or fee shall be payable to the terminated Special
Servicer with respect to any termination pursuant to this Section 7.01(d). All  
costs and expenses of any such termination made without cause shall be paid by  
the Holders of the Controlling Class.                                           

           (f) The Master Servicer and Special Servicer shall, as the case may
be, from time to time, take all such reasonable actions as are required by it in
accordance with the related Servicing Standards in order to prevent the         
Certificates from being placed on "watch" status or downgraded due to servicing 
or special servicing, as applicable, concerns by any Rating Agency. In no event 
shall the remedy for a breach of the foregoing covenant extend beyond           
termination pursuant to Section 7.01(a)(iii) and the resulting operation of     
Section 7.01(b) and (c) and the payment by the terminated Master Servicer (or   
the netting from the proceeds of the bid from a Successful Bidder) of "out of   
pocket" expenses incurred in connection with obtaining bids and/or transferring 
servicing. The operation of this subsection (f) shall not be construed to limit 
the effect of Section 7.01(a)(viii) or (ix).                                    

           Section 7.02 Trustee to Act; Appointment of Successor. On and after
the time the Master Servicer or the Special Servicer, as the case may be, either
resigns pursuant to Subsection (a) of the first sentence of Section 6.04 or     
receives a notice of termination for cause pursuant to Section 7.01(b), and     
provided that no acceptable successor has been appointed within the time period 
specified in Section 7.01(c), the Trustee shall be the successor to the Master  
Servicer and the Master Servicer shall be the successor to the Special Servicer,
until such successor to the Special Servicer is appointed by the Directing      
Certificateholder as provided in Section 7.01(d), as applicable, in all respects
in its capacity as Master Servicer or Special Servicer under this Agreement and 
the transactions set forth or provided for herein and shall be subject to, and  
have the benefit of, all of the rights, (subject to Section 3.11 and Section    
6.03) benefits, responsibilities, duties, liabilities and limitations on        
liability relating thereto and that arise thereafter placed on or for the       
benefit of the Master Servicer or Special Servicer by the terms and provisions  
hereof; provided, however, that any failure to perform such duties or           
responsibilities caused by the terminated party's failure under Section 7.01 to 
provide information or moneys required hereunder shall not be considered a      
default by such successor hereunder. The appointment of a successor Master      
Servicer shall not affect any liability of the predecessor Master Servicer which
may have arisen prior to its termination as Master Servicer, and the appointment
of a successor Special Servicer shall not affect any liability of the           
predecessor Special Servicer which may have arisen prior to its termination as  
Special Servicer. The Trustee or Master Servicer, as applicable, in its capacity
as successor to the Master Servicer or the Special Servicer, as the case may be,
shall not be liable for any of the representations and warranties of the Master 
Servicer or the Special Servicer, respectively, herein or in any related        
document or agreement, for any acts or omissions of the predecessor Master      
Servicer or Special Servicer or for any losses incurred by the predecessor      
Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee or the
Master Servicer, as applicable, be required to purchase any Mortgage Loan       
hereunder solely as a result of its obligations as successor Master Servicer or 
Special Servicer, as the case may be. Subject to Section 3.11, as compensation  
therefor, the Trustee as successor Master Servicer shall be entitled to the     
Servicing Fees and all fees relating to the Mortgage Loans or Companion Loans   
which the Master Servicer would have been entitled to if the Master Servicer had
continued to act hereunder, including but not limited to any income or other    
benefit from any Permitted Investment pursuant to Section 3.06, and subject to  
Section 3.11, the Master Servicer as successor to the Special Servicer shall be 
entitled to the Special Servicing Fees to which the Special Servicer would have 
been entitled if the Special Servicer had continued to act hereunder. Should the
Trustee or the Master Servicer, as applicable, succeed to the capacity of the   
Master Servicer or the Special Servicer, as the case may be, the Trustee or the 
Master Servicer, as applicable, shall be afforded the same standard of care and 
liability as the Master Servicer or the Special Servicer, as applicable,        
hereunder notwithstanding anything in Section 8.01 to the contrary, but only    
with respect to actions taken by it in its role as successor Master Servicer or 
successor Special Servicer, as the case may be, and not with respect to its role
as Trustee or Master Servicer, as applicable, hereunder. Notwithstanding the    
above, the Trustee may, if it shall be unwilling to act as successor to the     
Master Servicer, or shall, if it is unable to so act, or if the Trustee is not  
approved as a servicer by each Rating Agency, or if the Directing               
Certificateholder or the Holders of Certificates entitled to at least 51% of the
Voting Rights so request in writing to the Trustee, promptly appoint, or        
petition a court of competent jurisdiction to appoint, any established mortgage 
loan servicing institution which meets the criteria set forth in Section 6.04   
and otherwise herein, as the successor to the Master Servicer or the Special    
Servicer, as applicable, hereunder in the assumption of all or any part of the  
responsibilities, duties or liabilities of the Master Servicer or Special       
Servicer hereunder. No appointment of a successor to the Master Servicer or the 
Special Servicer hereunder shall be effective until the assumption in writing by
the successor to the Master Servicer or the Special Servicer of all its         
responsibilities, duties and liabilities hereunder that arise thereafter and    
upon confirmation from the Rating Agencies that such appointment will not result
in the downgrade, withdrawal or qualification of the ratings of any Class of    
Certificates (or any class of Serviced Companion Loan Securities), and which    
appointment has been approved by the Directing Certificateholder, such approval 
not to be unreasonably withheld. Pending appointment of a successor to the      
Master Servicer or the Special Servicer hereunder, unless the Trustee or the    
Master Servicer, as applicable, shall be prohibited by law from so acting, the  
Trustee or the Master Servicer, as applicable, shall act in such capacity as    
herein above provided. In connection with such appointment and assumption of a  
successor to the Master Servicer or Special Servicer as described herein, the   
Trustee or the Master Servicer, as applicable, may make such arrangements for   
the compensation of such successor out of payments on Mortgage Loans as it and  
such successor shall agree; provided, however, that no such compensation with   
respect to a successor Master Servicer or successor Special Servicer, as the    
case may be, shall be in excess of that permitted the terminated Master Servicer
or Special Servicer, as the case may be, hereunder. The Trustee, the Master     
Servicer or the Special Servicer (whichever is not the terminated party) and    
such successor shall take such action, consistent with this Agreement, as shall 
be necessary to effectuate any such succession. Any costs and expenses          
associated with the transfer of the servicing function (other than with respect 
to a termination without cause) under this Agreement shall be borne by the      
predecessor Master Servicer or Special Servicer, as applicable.                 

     Section 7.03 Notification to Certificateholders. (a) Upon any
resignation of the Master Servicer or the Special Servicer pursuant to Section  
6.04, any termination of the Master Servicer or the Special Servicer pursuant to
Section 7.01 or any appointment of a successor to the Master Servicer or the    
Special Servicer pursuant to Section 7.02, the Paying Agent shall give prompt   
written notice thereof to Certificateholders at their respective addresses      
appearing in the Certificate Register.                                          

           (b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would     
constitute an Event of Default and (ii) five (5) days after the Paying Agent    
would be deemed to have notice of the occurrence of such an event in accordance 
with Section 8.02(vii), the Paying Agent shall transmit by mail to the Depositor
and all Certificateholders (and, if a Serviced Whole Loan is affected, the      
related Serviced Companion Noteholders) notice of such occurrence, unless such  
default shall have been cured.                                                  

Section 7.04 Waiver of Events of Default. The Holders of
Certificates representing at least 66(2)/3% of the Voting Rights allocated to   
each Class of Certificates affected by any Event of Default hereunder may waive 
such Event of Default within 20 days of the receipt of notice from the Paying   
Agent of the occurrence of such Event of Default; provided, however, that an    
Event of Default under clause (i) of Section 7.01(a) may be waived only by all  
of the Certificateholders of the affected Classes. Upon any such waiver of an   
Event of Default, such Event of Default shall cease to exist and shall be deemed
to have been remedied for every purpose hereunder. Upon any such waiver of an   
Event of Default by Certificateholders, the Trustee shall be entitled to recover
all costs and expenses incurred by it in connection with enforcement action     
taken with respect to such Event of Default prior to such waiver from the Trust 
Fund. No such waiver shall extend to any subsequent or other Event of Default or
impair any right consequent thereon except to the extent expressly so waived.   
Notwithstanding any other provisions of this Agreement, for purposes of waiving 
any Event of Default pursuant to this Section 7.04, Certificates registered in  
the name of the Depositor or any Affiliate of the Depositor shall be entitled to
the same Voting Rights with respect to the matters described above as they would
if any other Person held such Certificates.                                     

        Section 7.05 Trustee as Maker of Advances. In the event that the
Master Servicer fails to fulfill its obligations hereunder to make any Advances 
and such failure remains uncured, the Trustee shall perform such obligations (x)
within five Business Days following such failure by the Master Servicer with    
respect to Servicing Advances resulting in an Event of Default under Section    
7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has      
actual knowledge of such failure with respect to such Servicing Advances and (y)
by noon, New York City time, on the related Distribution Date with respect to   
P&I Advances pursuant to the Paying Agent's notice of failure pursuant to       
Section 4.03(a) unless such failure has been cured. With respect to any such    
Advance made by the Trustee, the Trustee shall succeed to all of the Master     
Servicer's rights with respect to Advances hereunder, including, without        
limitation, the Master Servicer's rights of reimbursement and interest on each  
Advance at the Reimbursement Rate, and rights to determine that a proposed      
Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may   
be, (without regard to any impairment of any such rights of reimbursement caused
by such Master Servicer's default in its obligations hereunder); provided,      
however, that if Advances made by the Trustee and the Master Servicer shall at  
any time be outstanding, or any interest on any Advance shall be accrued and    
unpaid, all amounts available to repay such Advances and the interest thereon   
hereunder shall be applied entirely to the Advances outstanding to the Trustee, 
until such Advances shall have been repaid in full, together with all interest  
accrued thereon, prior to reimbursement of the Master Servicer for such         
Advances. The Trustee shall be entitled to conclusively rely on any notice given
with respect to a Nonrecoverable Advance hereunder.                             

[End of Article VII]

ARTICLE VIII

 CONCERNING THE TRUSTEE AND THE PAYING AGENT

        Section 8.01 Duties of the Trustee and the Paying Agent. (a) The
Trustee and the Paying Agent, prior to the occurrence of an Event of Default and
after the curing or waiving of all Events of Default which may have occurred,   
undertakes to perform such duties and only such duties as are specifically set  
forth in this Agreement. If an Event of Default occurs and is continuing, the   
Trustee shall exercise such of the rights and powers vested in it by this       
Agreement, and use the same degree of care and skill in their exercise as a     
prudent person would exercise or use under the circumstances in the conduct of  
his own affairs. Any permissive right of the Trustee and the Paying Agent       
contained in this Agreement shall not be construed as a duty.                   

(b) The Trustee or the Paying Agent, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or  
other instruments furnished to the Trustee or the Paying Agent which are        
specifically required to be furnished pursuant to any provision of this         
Agreement (other than the Mortgage Files, the review of which is specifically   
governed by the terms of Article II), shall examine them to determine whether   
they conform to the requirements of this Agreement. If any such instrument is   
found not to conform to the requirements of this Agreement in a material manner,
the Trustee or the Paying Agent shall notify the party providing such instrument
and requesting the correction thereof. The Trustee or the Paying Agent shall not
be responsible for the accuracy or content of any resolution, certificate,      
statement, opinion, report, document, order or other instrument furnished by the
Depositor, the Master Servicer or the Special Servicer or another Person, and   
accepted by the Trustee or the Paying Agent in good faith, pursuant to this     
Agreement.                                                                      

            (c) No provision of this Agreement shall be construed to relieve the
Trustee or the Paying Agent from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct or bad faith; provided,  
however, that:                                                                  

         (i) Prior to the occurrence of an Event of Default, and after the
    curing of all such Events of Default which may have occurred, the duties
    and obligations of the Trustee shall be determined solely by the express
    provisions of this Agreement, the Trustee shall not be liable except for
  the performance of such duties and obligations as are specifically set
      forth in this Agreement, no implied covenants or obligations shall be read
    into this Agreement against the Trustee and, in the absence of bad faith
    on the part of the Trustee, the Trustee may conclusively rely, as to the
 truth of the statements and the correctness of the opinions expressed
   therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Agreement;                   

            (ii) Neither the Trustee nor the Paying Agent shall be liable for an
error of judgment made in good faith by a Responsible Officer or    
  Responsible Officers of the Trustee or the Paying Agent, respectively,
unless it shall be proved that the Trustee or the Paying Agent,     
respectively, was negligent in ascertaining the pertinent facts; and

        (iii) The Trustee shall not be liable with respect to any action
    taken, suffered or omitted to be taken by it in good faith in accordance
     with the direction of Holders of Certificates entitled to at least 25% of
      the Voting Rights relating to the time, method and place of conducting any
 proceeding for any remedy available to the Trustee, or exercising any
     trust or power conferred upon the Trustee, under this Agreement (unless a
higher percentage of Voting Rights is required for such action).    

           (d) The Paying Agent shall promptly make available via its internet
website initially located at "www.ctslink.com" to the Companion Holders all     
reports that the Paying Agent has made available to Certificateholders under    
this Agreement to the extent such reports relate to the related Companion Loan. 

         Section 8.02 Certain Matters Affecting the Trustee and the Paying
Agent. Except as otherwise provided in Section 8.01:                            

       (i) The Trustee and the Paying Agent may rely upon 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 reasonably 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 may consult with counsel and
      the written advice of such counsel or 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
therewith;                                                          

         (iii) Neither the Trustee nor the Paying Agent shall be under any
   obligation to exercise any of the trusts or powers vested in it by this
     Agreement or to make any investigation of matters arising hereunder or to
institute, conduct or defend any litigation hereunder or in relation
hereto at the request, order or direction of any of the             
    Certificateholders, pursuant to the provisions of this Agreement, unless
   such Certificateholders shall have offered to the Trustee or the Paying
     Agent, as applicable, reasonable security or indemnity against the costs,
      expenses and liabilities which may be incurred therein or thereby; neither
    the Trustee nor the Paying Agent shall be required 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; nothing contained herein shall, however, relieve
     the Trustee of the obligation, upon the occurrence of an Event of Default
      which has not been cured, to exercise such of the rights and powers vested
    in it by this Agreement, and to use the same degree of care and skill in
their exercise as a prudent man would exercise or use under the     
circumstances in the conduct of his own affairs;                    

         (iv) Neither the Trustee nor the Paying Agent shall be liable for
    any action reasonably taken, suffered or omitted by it in good faith and
 believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Agreement;                         

        (v) Prior to the occurrence of an Event of Default hereunder and
      after the curing of all Events of Default which may have occurred, neither
     the Trustee nor the Paying Agent shall be bound to 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, unless requested in writing to
   do so by Holders of Certificates entitled to at least 50% of the Voting
      Rights; provided, however, that if the payment within a reasonable time to
 the Trustee or the Paying Agent of the costs, expenses or liabilities
      likely to be incurred by it in the making of such investigation is, in the
    opinion of the Trustee or the Paying Agent, respectively, not reasonably
     assured to the Trustee or the Paying Agent by the security afforded to it
by the terms of this Agreement, the Trustee or the Paying Agent,    
respectively, may require reasonable indemnity from such requesting 
  Holders against such expense or liability as a condition to taking any
    such action. The reasonable expense of every such reasonable examination
shall be paid by the requesting Holders;                            

          (vi) The Trustee or the Paying Agent may execute any of the trusts
     or powers hereunder or perform any duties hereunder either directly or by
      or through agents or attorneys; provided, however, that the appointment of
      such agents or attorneys shall not relieve the Trustee or the Paying Agent
of its duties or obligations hereunder;                             

          (vii) For all purposes under this Agreement, the Trustee shall not
 be deemed to have notice of any Event of Default unless a Responsible
 Officer of the Trustee has actual knowledge thereof or unless written
  notice of any event which is in fact such a default is received by the
 Trustee at the Corporate Trust Office, and such notice references the
Certificates or this Agreement; and                                 

            (viii) Neither the Trustee nor the Paying Agent shall be responsible
  for any act or omission of the Master Servicer or the Special Servicer
    (unless the Trustee is acting as Master Servicer or Special Servicer, as
    the case may be, in which case the Trustee shall only be responsible for
its own actions as Master Servicer or Special Servicer) or of the   
Depositor.                                                          

        Section 8.03 Trustee and Paying Agent Not Liable for Validity or
Sufficiency of Certificates or Mortgage Loans. The recitals contained herein and
in the Certificates, other than the acknowledgments of the Trustee or the Paying
Agent in Sections 2.02 and 2.05 and the signature, if any, of the Certificate   
Registrar and Authenticating Agent set forth on any outstanding Certificate,    
shall be taken as the statements of the Depositor, the Master Servicer or the   
Special Servicer, as the case may be, and the Trustee or the Paying Agent assume
no responsibility for their correctness. Neither the Trustee nor the Paying     
Agent makes any representations as to the validity or sufficiency of this       
Agreement or of any Certificate (other than as to the signature, if any, of the 
Trustee or the Paying Agent set forth thereon) or of any Mortgage Loan or       
related document. Neither the Trustee nor the Paying Agent shall be accountable 
for the use or application by the Depositor of any of the Certificates issued to
it or of the proceeds of such Certificates, or for the use or application of any
funds paid to the Depositor in respect of the assignment of the Mortgage Loans  
to the Trust Fund, or any funds deposited in or withdrawn from the Certificate  
Account or any other account by or on behalf of the Depositor, the Master       
Servicer, the Special Servicer or in the case of the Trustee, the Paying Agent  
(unless the Trustee is acting as Paying Agent). The Trustee and the Paying Agent
shall not be responsible for the accuracy or content of any resolution,         
certificate, statement, opinion, report, document, order or other instrument    
furnished by the Depositor, the Master Servicer or the Special Servicer and     
accepted by the Trustee or the Paying Agent, in good faith, pursuant to this    
Agreement.                                                                      

      Section 8.04 Trustee or Paying Agent May Own Certificates. The
Trustee or the Paying Agent, each in its individual capacity, not as Trustee or 
Paying Agent, may become the owner or pledgee of Certificates, and may deal with
the Depositor, the Master Servicer, the Special Servicer, the Initial Purchaser 
and the Underwriters in banking transactions, with the same rights it would have
if it were not Trustee or the Paying Agent.                                     

   Section 8.05 Fees and Expenses of Trustee and Paying Agent;
Indemnification of Trustee and Paying Agent. (a) As compensation for the        
performance of their respective duties hereunder, the Trustee will be paid the  
Trustee Fee equal to the Trustee's portion of one month's interest at the       
Trustee Fee Rate, which shall cover recurring and otherwise reasonably          
anticipated expenses of the Trustee. The Trustee Fee shall be paid monthly on a 
Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan, the
Trustee Fee shall accrue from time to time at the Trustee's portion of the      
Trustee Fee Rate and shall be computed on the basis of the Stated Principal     
Balance of such Mortgage Loan and a 360-day year consisting of twelve 30-day    
months. The Trustee Fee (which shall not be limited to any provision of law in  
regard to the compensation of a trustee of an express trust) shall constitute   
the Trustee's sole form of compensation 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 of the Trustee hereunder. No Trustee Fee shall be  
payable with respect to the Companion Loans.                                    

         (b) The Trustee, the Paying Agent (in each case, including in its
individual capacity) and any director, officer, employee or agent of the Trustee
and the Paying Agent, respectively, shall be entitled to be indemnified and held
harmless by the Trust Fund (to the extent of amounts on deposit in the          
Certificate Account or Lower-Tier Distribution Account from time to time)       
against any loss, liability or expense (including, without limitation, costs and
expenses of litigation, and of investigation, counsel fees, damages, judgments  
and amounts paid in settlement, and expenses incurred in becoming successor     
Master Servicer or successor Special Servicer, to the extent not otherwise paid 
hereunder) arising out of, or incurred in connection with, any act or omission  
of the Trustee or the Paying Agent, respectively, relating to the exercise and  
performance of any of the powers and duties of the Trustee or the Paying Agent, 
respectively, hereunder; provided, however, that none of the Trustee or the     
Paying Agent, nor any of the other above specified Persons shall be entitled to 
indemnification pursuant to this Section 8.05(b) for (i) allocable overhead,    
(ii) expenses or disbursements incurred or made by or on behalf of the Trustee  
or the Paying Agent, respectively, in the normal course of the Trustee or the   
Paying Agent, respectively, performing its duties in accordance with any of the 
provisions hereof, which are not "unanticipated expenses of the REMIC" within   
the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any       
expense or liability specifically required to be borne thereby pursuant to the  
terms hereof or (iv) any loss, liability or expense incurred by reason of       
willful misfeasance, bad faith or negligence in the performance of the Trustee's
or the Paying Agent's, respectively, obligations and duties hereunder, or by    
reason of negligent disregard of such obligations or duties, or as may arise    
from a breach of any representation, warranty or covenant of the Trustee or the 
Paying Agent, respectively, made herein. The provisions of this Section 8.05(b) 
shall survive the termination of this Agreement and any resignation or removal  
of the Trustee or the Paying Agent, respectively, and appointment of a successor
thereto. The foregoing indemnity shall also apply to the Paying Agent in its    
capacities of Certificate Registrar and Authenticating Agent.                   

           Section 8.06 Eligibility Requirements for Trustee and Paying Agent.
The Trustee and the Paying Agent hereunder shall at all times be, and will be   
required to resign if it fails to be, (i) a corporation, national bank, national
banking association or a trust company, organized and doing business under the  
laws of any state or the United States of America, authorized under such laws to
exercise corporate trust powers and to accept the trust conferred under this    
Agreement, having a combined capital and surplus of at least $100,000,000 and   
subject to supervision or examination by federal or state authority and shall   
not be an Affiliate of the Master Servicer or the Special Servicer (except      
during any period when the Trustee is acting as, or has become successor to, the
Master Servicer or the Special Servicer, as the case may be, pursuant to Section
7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation 
and (iii) with respect to the Trustee only, an institution whose long-term      
senior unsecured debt is rated "AA-" by S&P and "Aa3" by Moody's (or such entity
as would not, as evidenced in writing by such Rating Agency, result in the      
qualification, downgrading or withdrawal of any of the ratings then assigned    
thereby to the Certificates or any class of Serviced Companion Loan Securities);
provided that the Trustee shall not cease to be eligible to serve as such based 
on a failure to satisfy such rating requirements so long as the Trustee         
maintains a long-term unsecured debt rating of no less than "A+" from S&P and   
"A1" from Moody's and a short-term unsecured debt rating of at least "A-1" by   
S&P (or such rating as would not, as evidenced in writing by such Rating Agency,
result in a qualification, downgrading or withdrawal of any of the ratings      
assigned to the Certificates or any class of Serviced Companion Loan            
Securities).                                                                    

          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 the event the place of business from which the Paying Agent       
administers the Upper-Tier REMIC and the Lower-Tier REMIC or in which the       
Trustee's office is located is in a state or local jurisdiction that imposes a  
tax on the Trust Fund on the net income of a REMIC (other than a tax            
corresponding to a tax imposed under the REMIC Provisions), the Paying Agent or 
the Trustee, as applicable shall elect either to (i) resign immediately in the  
manner and with the effect specified in Section 8.07, (ii) pay such tax at no   
expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier
REMIC from a state and local jurisdiction that does not impose such a tax.      

      Section 8.07 Resignation and Removal of the Trustee and Paying
Agent. (a) The Trustee and 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, the Special Servicer and the Trustee or the 
Paying Agent, as applicable, and to all Certificateholders. Upon receiving such 
notice of resignation, the Depositor shall promptly appoint a successor Trustee 
or paying agent acceptable to the Master Servicer and the Directing             
Certificateholder by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee or Paying Agent and to the successor Trustee 
or paying agent. A copy of such instrument shall be delivered to the Master     
Servicer, the Special Servicer, the Certificateholders and the Trustee or Paying
Agent, as applicable, by the Depositor. If no successor Trustee or paying agent 
shall have been so appointed and have accepted appointment within 30 days after 
the giving of such notice of resignation, the resigning Trustee or Paying Agent 
may petition any court of competent jurisdiction for the appointment of a       
successor Trustee.                                                              

        (b) If at any time the Trustee or Paying Agent shall cease to be
eligible in accordance with the provisions of Section 8.06 (and in the case of  
the Paying Agent, Section 5.07) and shall fail to resign after written request  
therefor by the Depositor or the Master Servicer, or if at any time the Trustee 
or Paying Agent shall become incapable of acting, or shall be adjudged bankrupt 
or insolvent, or a receiver of the Trustee or the Paying Agent or of its        
property shall be appointed, or any public officer shall take charge or control 
of the Trustee or Paying Agent or of its property or affairs for the purpose of 
rehabilitation, conservation or liquidation, or if the Trustee or Paying Agent  
(if different than the Trustee) shall fail (other than by reason of the failure 
of either the Master Servicer or the Special Servicer to timely perform its     
obligations hereunder or as a result of other circumstances beyond the Trustee's
or Paying Agent's, as applicable, reasonable control), to timely publish any    
report to be delivered, published or otherwise made available by the Trustee or 
Paying Agent pursuant to Section 4.02 and such failure shall continue unremedied
for a period of five days, or if the Trustee or Paying Agent fails to make      
distributions required pursuant to Section 3.05(c), 4.01 or 9.01, then the      
Depositor may remove the Trustee or Paying Agent, as applicable, and appoint a  
successor Trustee or paying agent acceptable to the Master Servicer or paying   
agent acceptable to the Trustee or Paying Agent, as applicable, by written      
instrument, in duplicate, which instrument shall be delivered to the Trustee or 
Paying Agent so removed and to the successor Trustee or paying agent in the case
of the removal of the Trustee or Paying Agent. A copy of such instrument shall  
be delivered to the Master Servicer, the Special Servicer and the               
Certificateholders by the Depositor.                                            

       (c) The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee or Paying Agent and appoint a  
successor Trustee or paying agent by written instrument or instruments, in      
triplicate, signed by such Holders or their attorneys-in-fact duly authorized,  
one complete set of which instruments shall be delivered to the Master Servicer,
one complete set to the Trustee or Paying Agent so removed and one complete set 
to the successor so appointed. A copy of such instrument shall be delivered to  
the Depositor, the Special Servicer and the remaining Certificateholders by the 
Master Servicer.                                                                

         (d) Any resignation or removal of the Trustee or Paying Agent and
appointment of a successor Trustee or Paying Agent pursuant to any of the       
provisions of this Section 8.07 shall not become effective until acceptance of  
appointment by the successor Trustee or Paying Agent as provided in Section     
8.08.                                                                           

     Upon any succession of the Trustee or Paying Agent under this
Agreement, the predecessor Trustee or Paying Agent shall be entitled to the     
payment of accrued and unpaid compensation and reimbursement as provided for    
under this Agreement for services rendered and expenses incurred (including     
without limitation, unreimbursed Advances). No Trustee or Paying Agent shall be 
personally liable for any action or omission of any successor Trustee or Paying 
Agent.                                                                          

         Section 8.08 Successor Trustee or Paying Agent. (a) Any successor
Trustee or Paying Agent appointed as provided in Section 8.07 shall execute,    
acknowledge and deliver to the Depositor, the Master Servicer, the Special      
Servicer and to its predecessor Trustee or Paying Agent an instrument accepting 
such appointment hereunder, and thereupon the resignation or removal of the     
predecessor Trustee or Paying Agent shall become effective and such successor   
Trustee or Paying Agent without any further act, deed or conveyance, shall      
become fully vested with all the rights, powers, duties and obligations of its  
predecessor hereunder, with the like effect as if originally named as Trustee or
Paying Agent herein. The predecessor Trustee shall deliver to the successor     
Trustee all Mortgage Files and related documents and statements held by it      
hereunder (other than any Mortgage Files at the time held on its behalf by a    
Custodian, which Custodian, at Custodian's option shall become the agent of the 
successor Trustee), and the Depositor, the Master Servicer, the Special Servicer
and the predecessor Trustee shall execute and deliver such instruments and do   
such other things as may reasonably be required to more fully and certainly vest
and confirm in the successor Trustee all such rights, powers, duties and        
obligations, and to enable the successor Trustee to perform its obligations     
hereunder.                                                                      

    (b) No successor Trustee or successor Paying Agent shall, as
applicable, accept appointment as provided in this Section 8.08 unless at the   
time of such acceptance such successor Trustee or successor Paying Agent, as    
applicable, shall be eligible under the provisions of Section 8.06.             

    (c) Upon acceptance of appointment by a successor Trustee or
successor Paying Agent as provided in this Section 8.08, the Master Servicer    
shall mail notice of the succession of such trustee or paying agent, as         
applicable, to the Depositor and the Certificateholders. If the Master Servicer 
fails to mail such notice within 10 days after acceptance of appointment by the 
successor Trustee or successor Paying Agent, as applicable, such successor      
Trustee or successor Paying Agent shall cause such notice to be mailed at the   
expense of the Master Servicer.                                                 

            Section 8.09 Merger or Consolidation of Trustee or Paying Agent. Any
Person into which the Trustee or the 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 the Trustee or the Paying Agent shall be a 
party, or any Person succeeding to all or substantially all of the corporate    
trust business of the Trustee or the Paying Agent shall be the successor of the 
Trustee or the Paying Agent, as applicable, hereunder; provided, that, in the   
case of the Trustee, such successor Person shall be eligible under the          
provisions of Section 8.06, 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. The Trustee or the Paying Agent, as applicable, will  
provide notice of such event to the Master Servicer, the Special Servicer, the  
Depositor and the Rating Agencies.                                              

       Section 8.10 Appointment of Co-Trustee or Separate Trustee. (a)
Notwithstanding any other provisions hereof, at any time, for the purpose of    
meeting any legal requirements of any jurisdiction in which any part of the     
Trust Fund or property securing the same may at the time be located, the Master 
Servicer and the Trustee acting jointly shall have the power and shall execute  
and deliver all instruments to appoint one or more Persons approved by the      
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or       
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust    
Fund, or any part thereof, and, subject to the other provisions of this Section 
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer     
shall not have joined in such appointment within 15 days after the receipt by it
of a request to do so, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No 
co-trustee or separate trustee hereunder shall be required to meet the terms of 
eligibility as a successor Trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate         
trustee(s) shall be required under Section 8.08 hereof. All co-trustee fees     
shall be payable out of the Trust Fund.                                         

      (b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all 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 or     
co-trustee 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 or the Special 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 Fund or any portion thereof in any such       
jurisdiction) shall be exercised and performed by such separate trustee or      
co-trustee at the direction of the Trustee.                                     

           (c) 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 or co-trustee shall refer to this Agreement and 
the conditions of this Article VIII. 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.         

           (d) Any separate trustee or co-trustee 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 or        
co-trustee shall die, become incapable of acting, resign or be 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.                                      

          (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities   
hereunder.                                                                      

         Section 8.11 Appointment of Custodians. The Trustee may, with the
consent of the Master Servicer, appoint one or more Custodians to hold all or a 
portion of the Mortgage Files as agent for the Trustee. Each Custodian shall be 
a depository institution subject to supervision by federal or state authority,  
shall have combined capital and surplus of at least $15,000,000 and shall be    
qualified to do business in the jurisdiction in which it holds any Mortgage File
and shall not be the Depositor or any Affiliate of the Depositor. Each Custodian
shall be subject to the same obligations and standard of care as would be       
imposed on the Trustee hereunder in connection with the retention of Mortgage   
Files directly by the Trustee. The appointment of one or more Custodians shall  
not relieve the Trustee from any of its obligations hereunder, and the Trustee  
shall remain responsible for all acts and omissions of any Custodian. Any       
Custodian appointed hereunder must maintain a fidelity bond and errors and      
omissions policy in an amount customary for Custodians which serve in such      
capacity in commercial mortgage loan securitization transactions.               

          Section 8.12 Access to Certain Information. (a) On or prior to the
date of the first sale of any Non-Registered Certificate to an Independent third
party, the Depositor shall provide to the Paying Agent and the Trustee three    
copies of any private placement memorandum or other disclosure document used by 
the Depositor or its Affiliate in connection with the offer and sale of the     
Class of Certificates to which such Non-Registered Certificate relates. In      
addition, if any such private placement memorandum or disclosure document is    
revised, amended or supplemented at any time following the delivery thereof to  
the Trustee and the Paying Agent, the Depositor promptly shall inform the       
Trustee of such event and shall deliver to the Paying Agent and the Trustee a   
copy of the private placement memorandum or disclosure document, as revised,    
amended or supplemented. The Paying Agent (or with respect to item (ii)(j)      
below, the Trustee) shall maintain at its offices primarily responsible for     
administering the Trust Fund and shall, upon reasonable advance notice, make    
available during normal business hours for review by any Holder of a            
Certificate, the Depositor, the Master Servicer, the Special Servicer, any      
Rating Agency or any other Person to whom the Paying Agent (or the Trustee, if  
applicable) believes such disclosure is appropriate, originals or copies of the 
following items: (i) in the case of a Holder or prospective transferee of a     
Non-Registered Certificate, any private placement memorandum or other disclosure
document relating to the Class of Certificates to which such Non-Registered     
Certificate belongs, in the form most recently provided to the Paying Agent and 
(ii) in all cases (in the case of clause (ii) also to a Serviced Companion      
Noteholder with respect to a Serviced Whole Loan and any Rating Agency rating   
the related Serviced Companion Loan Securities) (a) this Agreement and any      
amendments hereto entered into pursuant to Section 12.01, (b) all statements    
required to be delivered to Certificateholders of the relevant Class pursuant to
Section 4.02 since the Closing Date, (c) all Officer's Certificates delivered to
the Paying Agent and the Trustee since the Closing Date pursuant to Section     
11.09, (d) all accountants' reports delivered to the Trustee and the Paying     
Agent since the Closing Date pursuant to Section 11.11, (e) any inspection      
report prepared by the Master Servicer, Sub-Servicer or Special Servicer, as    
applicable, and delivered to the Trustee and the Paying Agent and Master        
Servicer in respect of each Mortgaged Property pursuant to Section 3.12(a), (f) 
as to each Mortgage Loan and Companion Loan pursuant to which the related       
Mortgagor is required to deliver such items or the Special Servicer has         
otherwise acquired such items, the most recent annual operating statement and   
rent roll of the related Mortgaged Property and financial statements of the     
related Mortgagor and any other reports of the Mortgagor collected by the Master
Servicer, Sub-Servicer or Special Servicer, as applicable, and delivered to the 
Paying Agent pursuant to Section 3.12(c), together with the accompanying written
reports to be prepared by the Special Servicer and delivered to the Paying Agent
pursuant to Section 3.12(b), (g) any and all notices, reports and Environmental 
Assessments delivered to the Paying Agent with respect to any Mortgaged Property
securing a Defaulted Mortgage Loan and Companion Loan as to which the           
environmental testing contemplated by Section 3.09(c) revealed that either of   
the conditions set forth in clauses (i) and (ii) of the first sentence thereof  
was not satisfied (but only for so long as such Mortgaged Property or the       
related Mortgage Loan are part of the Trust Fund), (h) any and all              
modifications, waivers and amendments of the terms of a Mortgage Loan and       
Companion Loan entered into by the Master Servicer or the Special Servicer and  
delivered to the Paying Agent pursuant to Section 3.20 (but only for so long as 
the affected Mortgage Loan and Companion Loan is part of the Trust Fund), (i)   
any and all Officer's Certificates delivered to the Paying Agent to support the 
Master Servicer's determination that any P&I Advance or Servicing Advance was   
or, if made, would be a Nonrecoverable P&I Advance or Nonrecoverable Servicing  
Advance, as the case may be, (j) any and all of the Mortgage Loan and Companion 
Loan documents contained in the Mortgage File, (k) any and all Appraisals       
obtained pursuant to the definition of "Appraisal Reduction" herein, (l)        
information regarding the occurrence of Servicing Transfer Events as to the     
Mortgage Loans and (m) any and all Sub-Servicing Agreements and any amendments  
thereto and modifications thereof. Copies of any and all of the foregoing items 
will be available from the Paying Agent upon request; provided, however, that   
the Paying Agent (or the Trustee, if applicable) shall be permitted to require  
payment of a sum sufficient to cover the reasonable costs and expenses of       
providing such copies, except in the case of copies provided to the Directing   
Certificateholder or the Rating Agencies, which shall be free of charge (except 
for extraordinary or duplicate requests). In addition, without limiting the     
generality of the foregoing, any holder of a Nonregistered Certificate may upon 
request from the Paying Agent obtain a copy of any factual report (other than   
the Asset Status Report) delivered to the Rating Agencies under this Agreement. 
Nothing contained in this Section 8.12(a) shall be construed to limit the       
reports and information described on Exhibit M attached hereto and required to  
be delivered to the Directing Certificateholder without charge.                 

      (b) The Paying Agent shall make available to certain financial
market publishers, which initially shall be Bloomberg, L.P., Trepp, LLC and     
Intex Solutions, Inc. on a monthly basis all CMSA reports and any other reports 
required to be delivered by the Paying Agent pursuant to Article IV hereof. If  
any such information is provided on or before March 18, 2008, the Paying Agent  
shall make the Prospectus available to Bloomberg, L.P., Trepp, LLC and Intex    
Solutions, Inc.                                                                 

           (c) Notwithstanding anything to the contrary herein, in addition to
the reports and information made available and distributed pursuant to the terms
of this Agreement (including the information set forth in Section 8.12(a)), the 
Paying Agent shall, in accordance with such reasonable rules and procedures as  
each may adopt (which may include the requirement that an agreement that        
provides that such information shall be used solely for purposes of evaluating  
the investment characteristics of the Certificates be executed), also provide   
the reports available to Certificateholders pursuant to Section 4.02, as well as
certain additional information received by the Paying Agent, to any             
Certificateholder, the Underwriters, the Placement Agents, any Certificate Owner
or any prospective investor identified as such by a Certificate Owner or        
Underwriter, that requests such reports or information; provided that the Paying
Agent, as the case may be, shall be permitted to require payment of a sum       
sufficient to cover the reasonable costs and expenses of providing copies of    
such reports or information.                                                    

         (d) With respect to any information furnished by the Paying Agent
pursuant to this Section 8.12, the Paying Agent shall be entitled to indicate   
the source of such information and the Paying Agent may affix thereto any       
disclaimer it deems appropriate in its discretion. The Paying Agent shall notify
Certificateholders of the availability of any such information in any manner as 
it, in its sole discretion, may determine. In connection with providing access  
to or copies of the items described in the preceding paragraph, the Paying Agent
may require (a) in the case of Certificate Owners, a confirmation executed by   
the requesting Person substantially in form and substance reasonably acceptable 
to the Paying Agent, as applicable, generally to the effect that such Person is 
a beneficial holder of Certificates, is requesting the information solely for   
use in evaluating such Person's investment in the Certificates and will         
otherwise keep such information confidential and (b) in the case of a           
prospective purchaser, confirmation executed by the requesting Person in form   
and substance reasonably acceptable to the Paying Agent, generally to the effect
that such Person is a prospective purchaser of a Certificate or an interest     
therein, is requesting the information solely for use in evaluating a possible  
investment in Certificates and will otherwise keep such information             
confidential. The Paying Agent shall not be liable for the dissemination of     
information in accordance with this Agreement.                                  

           Section 8.13 Representations and Warranties of the Trustee. (a) The
Trustee hereby represents and warrants to the Depositor, the Master Servicer,   
the Special Servicer, the Paying Agent and the Serviced Companion Noteholders   
for the benefit of the Certificateholders, as of the Closing Date, that:        

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

         (ii) The execution and delivery of this Agreement by the Trustee,
      and the performance and compliance with the terms of this Agreement by the
     Trustee, will not violate the Trustee's charter and by-laws or constitute
      a default (or an event which, with notice or lapse of time, or both, would
 constitute a default) under, or result in the breach of, any material
agreement or other instrument to which it is a party or which is    
applicable to it or any of its assets;                              

            (iii) The Trustee has the full power and authority to enter into and
consummate all transactions contemplated by this Agreement, has duly
     authorized the execution, delivery and performance of this Agreement, and
has duly executed and delivered this Agreement;                     

      (iv) This Agreement, assuming due authorization, execution and
    delivery by each of the other parties hereto, constitutes a valid, legal
     and binding obligation of the Trustee, enforceable against the Trustee in
   accordance with the terms hereof, subject to (a) applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the 
     enforcement of creditors' rights generally and the rights of creditors of
    national banking associations specifically and (b) general principles of
equity, regardless of whether such enforcement is considered in a   
proceeding in equity or at law;                                     

     (v) The Trustee is not in violation of, and its 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, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory    
  authority, which violation, in the Trustee's good faith and reasonable
     judgment, is likely to affect materially and adversely either the ability
 of the Trustee to perform its obligations under this Agreement or the
financial condition of the Trustee;                                 

      (vi) No litigation is pending or, to the best of the Trustee's
      knowledge, threatened against the Trustee which would prohibit the Trustee
 from entering into this Agreement or, in the Trustee's good faith and
    reasonable judgment, is likely to materially and adversely affect either
      the ability of the Trustee to perform its obligations under this Agreement
or the financial condition of the Trustee; and                      

          (vii) No consent, approval, authorization or order of any court or
   governmental agency or body is required for the execution, delivery and
performance by the Trustee, or compliance by the Trustee with, this 
  Agreement or the consummation of the transactions contemplated by this
     Agreement, except for any consent, approval, authorization or order which
has not been obtained or cannot be obtained prior to the actual     
   performance by the Trustee of its obligations under this Agreement, and
    which, if not obtained would not have a materially adverse effect on the
ability of the Trustee to perform its obligations hereunder.        

            Section 8.14 Representations and Warranties of the Paying Agent. (a)
The Paying Agent hereby represents and warrants to the Depositor, the Master    
Servicer, the Special Servicer, the Trustee and the Serviced Companion          
Noteholders and for the benefit of the Certificateholders, as of the Closing    
Date, that:                                                                     

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

       (ii) The execution and delivery of this Agreement by the Paying
      Agent, and the performance and compliance with the terms of this Agreement
by the Paying Agent, will not violate the Paying Agent's charter and
    by-laws or constitute a default (or an event which, with notice or lapse
 of time, or both, would constitute a default) under, or result in the
  breach of, any material agreement or other instrument to which it is a
party or which is applicable to it or any of its assets;            

        (iii) The Paying Agent has the full power and authority to enter
    into and consummate all transactions contemplated by this Agreement, has
      duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement;                 

      (iv) This Agreement, assuming due authorization, execution and
    delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Paying Agent, enforceable against the Paying
Agent in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws   
      affecting the enforcement of creditors' rights generally and the rights of
   creditors of national banking associations specifically and (b) general
      principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;                                

          (v) The Paying Agent is not in violation of, and its 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, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory    
authority, which violation, in the Paying Agent's good faith and    
    reasonable judgment, is likely to affect materially and adversely either
 the ability of the Paying Agent to perform its obligations under this
Agreement or the financial condition of the Paying Agent;           

           (vi) No litigation is pending or, to the best of the Paying Agent's
   knowledge, threatened against the Paying Agent which would prohibit the
    Paying Agent from entering into this Agreement or, in the Paying Agent's
     good faith and reasonable judgment, is likely to materially and adversely
    affect either the ability of the Paying Agent to perform its obligations
    under this Agreement or the financial condition of the Paying Agent; and

          (vii) No consent, approval, authorization or order of any court or
   governmental agency or body is required for the execution, delivery and
    performance by the Paying Agent, or compliance by the Paying Agent with,
  this Agreement or the consummation of the transactions contemplated by
    this Agreement, except for any consent, approval, authorization or order
 which has not been obtained or cannot be obtained prior to the actual
    performance by the Paying Agent of its obligations under this Agreement,
    and which, if not obtained would not have a materially adverse effect on
 the ability of the Paying Agent to perform its obligations hereunder.

 [End of Article VIII]

ARTICLE IX

 TERMINATION

      Section 9.01 Termination upon Repurchase or Liquidation of All
Mortgage Loans. Subject to Section 9.02, the Trust Fund and the respective      
obligations and responsibilities under this Agreement of the Paying Agent, the  
Depositor, the Master Servicer, the Special Servicer and the Trustee (other than
the obligations of the Paying Agent to provide for and make payments to         
Certificateholders as hereafter set forth) shall terminate upon payment (or     
provision for payment) to the Certificateholders of all amounts held by the     
Paying Agent and required hereunder to be so paid on the Distribution Date      
following the earlier to occur of (i) the final payment (or related Advance) or 
other liquidation of the last Mortgage Loan or REO Property subject thereto or  
(ii) the purchase or other liquidation by the Holders of the majority of the    
Controlling Class, the Special Servicer, the Master Servicer or the Holders of  
the Class LR Certificates, in that order of priority, of all the Mortgage Loans 
and the Trust Fund's portion of each REO Property remaining in the Trust Fund at
a price equal to (a) the sum of (1) the aggregate Purchase Price of all the     
Mortgage Loans (exclusive of REO Loans) included in the Trust Fund, (2) the     
Appraised Value of the Trust Fund's portion of each REO Property, if any,       
included in the Trust Fund (such Appraisals in clause (a)(2) to be conducted by 
an Independent MAI-designated appraiser selected and mutually agreed upon by the
Master Servicer and the Trustee, and approved by more than 50% of the Voting    
Rights of the Classes of Certificates then outstanding (other than the          
Controlling Class unless the Controlling Class is the only Class of Certificates
then outstanding)) (which approval shall be deemed given unless more than 50% of
such Certificateholders object within 20 days of receipt of notice thereof) and 
(3) the reasonable out-of-pocket expenses of the Master Servicer with respect to
such termination, unless the Master Servicer is the purchaser of such Mortgage  
Loans, minus (b) solely in the case where the Master Servicer is effecting such 
purchase, the aggregate amount of unreimbursed Advances, together with any      
interest accrued and payable to the Master Servicer in respect of such Advances 
in accordance with Sections 3.03(d) and 4.03(d) and any unpaid Servicing Fees,  
remaining outstanding (which items shall be deemed to have been paid or         
reimbursed to the Master Servicer in connection with such purchase) or (iii)    
voluntary exchange by the Sole Certificateholder of all the outstanding         
Certificates (other than the Class R and Class LR Certificates) for the         
remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the   
terms of the immediately succeeding paragraph; provided, however, 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's, living on the 
date hereof.                                                                    

            Following the date on which the Class A, Class A-M, Class A-J, Class
B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K    
Certificates are retired (and provided that there is only one Holder of the then
outstanding Certificates (other than the Residual Certificates)), the Sole      
Certificateholder shall have the right to exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and the    
Trust Fund's portion of each REO Property remaining in the Trust Fund as        
contemplated by clause (iii) of the first paragraph of this Section 9.01 by     
giving written notice to all the parties hereto no later than 60 days prior to  
the anticipated date of exchange. In the event that the Sole Certificateholder  
elects to exchange all of its Certificates (other than the Residual             
Certificates) for all of the Mortgage Loans and the Trust Fund's portion of each
REO Property remaining in the Trust in accordance with the preceding sentence,  
such Sole Certificateholder, not later than the Distribution Date on which the  
final distribution on the Certificates is to occur, shall deposit in the        
Certificate Account an amount in immediately available funds equal to all       
amounts due and owing to the Depositor, the Master Servicer, the Special        
Servicer, the Trustee and the Paying Agent hereunder through the date of the    
liquidation of the Trust Fund that may be withdrawn from the Certificate        
Account, or an escrow account acceptable to the respective parties hereto,      
pursuant to Section 3.05(a) or that may be withdrawn from the Distribution      
Account pursuant to Section 3.05(a), but only to the extent that such amounts   
are not already on deposit in the Certificate Account. In addition, the Master  
Servicer shall transfer all amounts required to be transferred to the Lower-Tier
Distribution Account on the P&I Advance Date related to such Distribution Date  
in which the final distribution on the Certificates is to occur from the        
Certificate Account pursuant to the first paragraph of Section 3.04(b)          
(provided, however, that if a Serviced Whole Loan is secured by REO Property,   
the Trust Fund's portion of the REO Property which is being purchased pursuant  
to the foregoing, the portion of the above-described purchase price allocable to
such Trust Fund's portion of REO Property shall initially be deposited into the 
related REO Account). Upon confirmation that such final deposits have been made 
and following the surrender of all its Certificates (other than the Residual    
Certificates) on the final Distribution Date, the Trustee shall, upon receipt of
a Request for Release from the Master Servicer, release or cause to be released 
to the Sole Certificateholder or any designee thereof, the Mortgage Files for   
the remaining Mortgage Loans and shall execute all assignments, endorsements and
other instruments furnished to it by the Sole Certificateholder as shall be     
necessary to effectuate transfer of the Mortgage Loans and REO Properties       
remaining in the Trust Fund, and the Trust Fund shall be liquidated in          
accordance with Section 9.02. Solely for federal income tax purposes, the Sole  
Certificateholder shall be deemed to have purchased the assets of the Lower-Tier
REMIC for an amount equal to the remaining Certificate Balance of its           
Certificates (other than the Class X Certificates and the Residual              
Certificates), plus accrued, unpaid interest with respect thereto, and the      
Trustee shall credit such amounts against amounts distributable in respect of   
such Certificates and Related Uncertificated Lower-Tier Interests.              

        The obligations and responsibilities under this Agreement of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying   
Agent and the Companion Paying Agent shall terminate with respect to any        
Companion Loan to the extent (i) its related Serviced Whole Loan has been paid  
in full or is no longer part of the Trust Fund and (ii) no amounts payable by   
the related Companion Holder to or for the benefit of the Trust or any party    
hereto in accordance with the related Intercreditor Agreement remain due and    
owing.                                                                          

         The Holders of the majority of the Controlling Class, the Special
Servicer, the Master Servicer or the Holders of the Class LR Certificates, in   
that order of priority, may, at their option, elect to purchase all of the      
Mortgage Loans (and all property acquired through exercise of remedies in       
respect of any Mortgage Loan) and the Trust Fund's portion of each REO Property 
remaining in the Trust Fund as contemplated by clause (i) of the preceding      
paragraph by giving written notice to the Trustee, the Paying Agent and the     
other parties hereto no later than 60 days prior to the anticipated date of     
purchase; provided, however, that the Master Servicer, the Special Servicer, the
Holders of the Controlling Class or the Holders of the Class LR Certificates may
so elect to purchase all of the Mortgage Loans and the Trust Fund's portion of  
each REO Property remaining in the Trust Fund only on or after the first        
Distribution Date on which the aggregate Stated Principal Balances of the       
Mortgage Loans and the Trust Fund's portion of any REO Loans remaining in the   
Trust Fund is less than 1% of the aggregate Cut-off Date Principal Balance of   
the Mortgage Loans set forth in the Preliminary Statement. In the event that the
Master Servicer or the Special Servicer purchases, or the Holders of the        
Controlling Class or the Holders of the Class LR Certificates purchase, all of  
the Mortgage Loans and the Trust Fund's portion of each REO Property remaining  
in the Trust Fund in accordance with the preceding sentence, the Master         
Servicer, the Special Servicer, the Holders of the Controlling Class or the     
Holders of the Class LR Certificates, as applicable, shall deposit in the       
Lower-Tier Distribution Account not later than the P&I Advance Date relating to 
the Distribution Date on which the final distribution on the Certificates is to 
occur, an amount in immediately available funds equal to the above-described    
purchase price (exclusive of any portion thereof payable to any Person other    
than the Certificateholders pursuant to Section 3.05(a), which portion shall be 
deposited in the Certificate Account). In addition, the Master Servicer shall   
transfer to the Lower-Tier Distribution Account all amounts required to be      
transferred thereto on such P&I Advance Date from the Certificate Account       
pursuant to the first paragraph of Section 3.04(b), together with any other     
amounts on deposit in the Certificate Account that would otherwise be held for  
future distribution. Upon confirmation that such final deposits and payments    
have been made, the Trustee shall release or cause to be released to the Master 
Servicer, the Special Servicer, the Holders of the Controlling Class or the     
Holders of the Class LR Certificates, as applicable, the Mortgage Files for the 
remaining Mortgage Loans and shall execute all assignments, endorsements and    
other instruments furnished to it by the Master Servicer, the Special Servicer, 
the Holders of the Controlling Class or the Holders of the Class LR             
Certificates, as applicable, as shall be necessary to effectuate transfer of the
Mortgage Loans and REO Properties remaining in the Trust Fund.                  

         For purposes of this Section 9.01, the Holders of the majority of
the Controlling Class shall have the first option to terminate the Trust Fund,  
then the Special Servicer, then the Master Servicer, and then the Holders of the
Class LR Certificates. For purposes of this Section 9.01, the Directing         
Certificateholder, with the consent of the Holders of the Controlling Class,    
shall act on behalf of the Holders of the Controlling Class in purchasing the   
assets of the Trust Fund and terminating the Trust.                             

        Notice of any termination pursuant to this Section 9.01 shall be
given promptly by the Paying Agent by letter to the Certificateholders, the     
Serviced Companion Noteholders and each Rating Agency and, if not previously    
notified pursuant to this Section 9.01, to the other parties hereto mailed (a)  
in the event such notice is given in connection with the purchase of all of the 
Mortgage Loans and each REO Property remaining in the Trust Fund, not earlier   
than the 15th day and not later than the 25th day of the month next preceding   
the month of the final distribution on the Certificates, or (b) otherwise during
the month of such final distribution on or before the P&I Advance Determination 
Date in such month, in each case specifying (i) the Distribution Date upon which
the Trust Fund will terminate and final payment of the Certificates will be     
made, (ii) the amount of any such final payment and (iii) that the Record Date  
otherwise applicable to such Distribution Date is not applicable, payments being
made only upon presentation and surrender of the Certificates at the offices of 
the Certificate Registrar or such other location therein designated.            

            After transferring the Lower-Tier Distribution Amount and the amount
of any Yield Maintenance Charges distributable pursuant to Section 4.01(d) to   
the Upper-Tier Distribution Account, in each case pursuant to Section 3.04(b),  
and upon presentation and surrender of the Certificates by the                  
Certificateholders on the final Distribution Date, the Paying Agent shall       
distribute to each Certificateholder so presenting and surrendering its         
Certificates such Certificateholder's Percentage Interest of that portion of the
amounts then on deposit in the Upper-Tier Distribution Account that are         
allocable to payments on the Class of Certificates so presented. Amounts        
transferred from the Lower-Tier Distribution Account to the Upper-Tier          
Distribution Account as of the final Distribution Date (exclusive of any portion
of such amounts payable or reimbursable to any Person pursuant to clause (ii) of
Section 3.05(e)) shall be allocated for these purposes, in the amounts and in   
accordance with the priority set forth in Sections 4.01(b), 4.01(d) and 4.01(e) 
and shall be distributed in termination and liquidation of the Uncertificated   
Lower-Tier Interests and the Class LR Certificates in accordance with Sections  
4.01(b), 4.01(d) and 4.01(e). Any funds not distributed on such Distribution    
Date shall be set aside and held uninvested in trust for the benefit of the     
Certificateholders not presenting and surrendering their Certificates in the    
aforesaid manner and shall be disposed of in accordance with this Section 9.01  
and Section 4.01(g).                                                            

          Section 9.02 Additional Termination Requirements. (a) In the event
the Master Servicer or the Special Servicer purchases, or the Holders of the    
Controlling Class or the Holders of the Class LR Certificates purchase, all of  
the Mortgage Loans and the Trust Fund's portion of each REO Property remaining  
in the Trust Fund as provided in Section 9.01, the Trust Fund shall be          
terminated in accordance with the following additional requirements, which meet 
the definition of a "qualified liquidation" in Section 860F(a)(4) of the Code:  

           (i) the Paying Agent shall specify the date of adoption of the plan
     of complete liquidation (which shall be the date of mailing of the notice
specified in Section 9.01) in a statement attached to each of the   
      Upper-Tier REMIC's and the Lower-Tier REMIC's final Tax Return pursuant to
Treasury Regulations Section 1.860F-1;                              

        (ii) during the 90-day liquidation period and at or prior to the
   time of the making of the final payment on the Certificates, the Paying
    Agent on behalf of the Trustee shall sell all of the assets of the Trust
 Fund to the Master Servicer, the Special Servicer, the Holders of the
Controlling Class or the Holders of the Class LR Certificates, as   
applicable, for cash; and                                           

   (iii) within such 90 day liquidation period and immediately
      following the making of the final payment on the Uncertificated Lower-Tier
Interests and the Certificates, the Paying Agent shall distribute or
 credit, or cause to be distributed or credited, to the Holders of the
     Class LR Certificates (in the case of the Lower-Tier REMIC) and the Class
 R Certificates (in the case of the Upper-Tier REMIC) all cash on hand
     (other than cash retained to meet claims), and the Trust Fund and each of
 the Lower-Tier REMIC and the Upper-Tier REMIC shall terminate at that
time.                                                               

 [End of Article IX]

 ARTICLE X

 ADDITIONAL REMIC PROVISIONS

           Section 10.01 REMIC Administration. (a) The Paying Agent shall make
elections or cause elections to be made to treat each of the Lower-Tier REMIC   
and the Upper-Tier REMIC as a REMIC under the Code and, if necessary, under     
Applicable State and Local Tax Law. Each such election will be made on Form 1066
or other appropriate federal tax return for the taxable year ending on the last 
day of the calendar year in which the Uncertificated Lower-Tier Interests and   
the Certificates are issued. For the purposes of the REMIC election in respect  
of the Upper-Tier REMIC, each Class of the Regular Certificates shall be        
designated as the "regular interests" and the Class R Certificates shall be     
designated as the sole class of "residual interests" in the Upper-Tier REMIC.   
For purposes of the REMIC election in respect of the Lower-Tier REMIC, each     
Class of Uncertificated Lower-Tier Interests shall be designated as the "regular
interests" and the Class LR Certificates shall be designated as the sole class  
of "residual interests" in the Lower-Tier REMIC. None of the Special Servicer,  
the Master Servicer nor the Trustee shall permit the creation of any "interests"
(within the meaning of Section 860G of the Code) in the Lower-Tier REMIC or the 
Upper-Tier REMIC other than the foregoing interests.                            

         (b) The Closing Date is hereby designated as the "startup day" of
each of the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of     
Section 860G(a)(9) of the Code.                                                 

          (c) The Paying Agent shall act on behalf of each REMIC in relation
to any tax matter or controversy involving any REMIC and shall represent each   
REMIC in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The legal      
expenses, including without limitation attorneys' or accountants' fees, and     
costs of any such proceeding and any liability resulting therefrom shall be     
expenses of the Trust Fund and the Paying Agent shall be entitled to            
reimbursement therefor out of amounts attributable to the Mortgage Loans and any
REO Properties on deposit in the Certificate Account as provided by Section     
3.05(a) unless such legal expenses and costs are incurred by reason of the      
Paying Agent's willful misfeasance, bad faith or gross negligence. The Holder of
the largest Percentage Interest in each of the (i) Class R and (ii) Class LR    
Certificates shall be designated, in the manner provided under Treasury         
Regulations Section 1.860F-4(d) and temporary Treasury Regulations Section      
301.6231(a)(7)-1T, as the "tax matters person" of the (i) Upper-Tier REMIC and  
(ii) the Lower-Tier REMIC, respectively. By their acceptance thereof, the       
Holders of the largest Percentage Interest in each of the (i) Class R and (ii)  
Class LR Certificates hereby agrees to irrevocably appoint the Paying Agent as  
their agent to perform all of the duties of the "tax matters person" for the (i)
Upper-Tier REMIC and (ii) the Lower-Tier REMIC, respectively.                   

            (d) The Paying Agent shall prepare or cause to be prepared and shall
file, or cause to be filed, all of the Tax Returns that it determines are       
required with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC  
created hereunder, and shall cause the Trustee to sign such Tax Returns in a    
timely manner. The ordinary expenses of preparing such returns shall be borne by
the Trustee without any right of reimbursement therefor.                        

         (e) The Paying Agent shall provide or cause to be provided (i) to
any Transferor of a Class R Certificate or Class LR Certificate such information
as is necessary for the application of any tax relating to the transfer of such 
Class R Certificate or Class LR Certificate to any Person who is a Disqualified 
Organization, or in the case of a Transfer to an Agent thereof, to such Agent,  
(ii) to the Certificateholders such information or reports as are required by   
the Code or the REMIC Provisions including reports relating to interest,        
original issue discount and market discount or premium (using the Prepayment    
Assumption) and (iii) to the Internal Revenue Service on Form 8811, within 30   
days after the Closing Date, the name, title, address and telephone number of   
the "tax matters person" who will serve as the representative of each of the    
Lower-Tier REMIC and the Upper-Tier REMIC created hereunder.                    

        (f) The Paying Agent shall take such actions and shall cause the
Trust Fund to take such actions as are reasonably within the Paying Agent's     
control and the scope of its duties more specifically set forth herein as shall 
be necessary to maintain the status of each of the Lower-Tier REMIC and the     
Upper-Tier REMIC as a REMIC under the REMIC Provisions and the Trustee shall    
assist the Paying Agent to the extent reasonably requested by the Paying Agent  
to do so. Neither the Master Servicer nor the Special Servicer shall knowingly  
or intentionally take any action, cause the Trust Fund to take any action or    
fail to take (or fail to cause to be taken) any action reasonably within its    
control and the scope of duties more specifically set forth herein, that, under 
the REMIC Provisions, if taken or not taken, as the case may be, could (i)      
endanger the status of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC  
or (ii) result in the imposition of a tax upon the Lower-Tier REMIC or the      
Upper-Tier REMIC or the Trust Fund (including but not limited to the tax on     
"prohibited transactions" as defined in Section 860F(a)(2) of the Code and the  
tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but   
not including the tax on "net income from foreclosure property") (either such   
event, an "Adverse REMIC Event") unless the Paying Agent receives an Opinion of 
Counsel (at the expense of the party seeking to take such action or, if such    
party fails to pay such expense, and the Paying Agent determines that taking    
such action is in the best interest of the Trust Fund and the                   
Certificateholders, at the expense of the Trust Fund, but in no event at the    
expense of the Paying Agent or the Trustee) to the effect that the contemplated 
action will not, with respect to the Trust Fund, the Lower-Tier REMIC or the    
Upper-Tier REMIC created hereunder, endanger such status or, unless the Paying  
Agent determines in its sole discretion to indemnify the Trust Fund against such
tax, result in the imposition of such a tax (not including a tax on "net income 
from foreclosure property"). The Trustee shall not take or fail to take any     
action (whether or not authorized hereunder) as to which the Paying Agent has   
advised it in writing that it has received an Opinion of Counsel to the effect  
that an Adverse REMIC Event could occur with respect to such action. The Paying 
Agent may consult with counsel to make such written advice, and the cost of same
shall be borne by the party seeking to take the action not expressly permitted  
by this Agreement, but in no event at the expense of the Paying Agent or the    
Trustee. At all times as may be required by the Code, the Paying Agent 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 each of the Lower-Tier
REMIC and the Upper-Tier REMIC 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.                                                         

         (g) In the event that any applicable federal, state or local tax,
including interest, penalties or assessments, additional amounts or additions to
tax, is imposed on the Lower-Tier REMIC or the Upper-Tier REMIC, such tax shall 
be charged against amounts otherwise distributable to the Holders of the        
Certificates, except as provided in the last sentence of this Section 10.01(g); 
provided that with respect to the estimated amount of tax imposed on any "net   
income from foreclosure property" pursuant to Section 860G(c) of the Code or any
similar tax imposed by a state or local tax authority, the Special Servicer     
shall retain in the related REO Account a reserve for the payment of such taxes 
in such amounts and at such times as it shall deem appropriate (or as advised by
the Paying Agent in writing), and shall remit to the Master Servicer such       
reserved amounts as the Master Servicer shall request in order to pay such      
taxes. Except as provided in the preceding sentence, the Master Servicer shall  
withdraw from the Certificate Account sufficient funds to pay or provide for the
payment of, and to actually pay, such tax as is estimated to be legally owed by 
the Lower-Tier REMIC or the Upper-Tier REMIC (but such authorization shall not  
prevent the Paying Agent from contesting, at the expense of the Trust Fund      
(other than as a consequence of a breach of its obligations under this          
Agreement), any such tax in appropriate proceedings, and withholding payment of 
such tax, if permitted by law, pending the outcome of such proceedings). The    
Paying Agent is hereby authorized to and shall segregate, into a separate       
non-interest bearing account, the net income from any "prohibited transaction"  
under Section 860F(a) of the Code or the amount of any taxable contribution to  
the Lower-Tier REMIC or the Upper-Tier REMIC after the Startup Day that is      
subject to tax under Section 860G(d) of the Code and use such income or amount, 
to the extent necessary, to pay such prohibited transactions tax. To the extent 
that any such tax (other than any such tax paid in respect of "net income from  
foreclosure property") is paid to the Internal Revenue Service or applicable    
state or local tax authorities, the Paying Agent shall retain an equal amount   
from future amounts otherwise distributable to the Holders of Residual          
Certificates (as applicable) and shall distribute such retained amounts, (x) in 
the case of the Uncertificated Lower-Tier REMIC Interests, to the Upper-Tier    
REMIC to the extent they are fully reimbursed for any Collateral Support Deficit
arising therefrom and then to the Holders of the Class LR Certificates in the   
manner specified in Section 4.01(b) and (y) in the case of the Upper-Tier REMIC,
to the Holders of Class A, 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 P, Class Q, Class T, Class NR, Class X-1 and Class X-2 Certificates, in   
the manner specified in Section 4.01(a), to the extent they are fully reimbursed
for any Collateral Support Deficit arising therefrom and then to the Holders of 
the Class R Certificates. None of the Trustee, the Paying Agent, the Master     
Servicer or the Special Servicer shall be responsible for any taxes imposed on  
the Lower-Tier REMIC or the Upper-Tier REMIC except to the extent such taxes    
arise as a consequence of a breach of their respective obligations under this   
Agreement which breach constitutes willful misfeasance, bad faith, or negligence
by such party.                                                                  

    (h) The Paying Agent shall, for federal income tax purposes,
maintain or cause to be maintained books and records with respect to each of the
Lower-Tier REMIC and the Upper-Tier REMIC on a calendar year and on an accrual  
basis or as otherwise may be required by the REMIC Provisions.                  

       (i) Following the Startup Day, neither the Paying Agent nor the
Trustee shall accept any contributions of assets to the Lower-Tier REMIC and the
Upper-Tier REMIC unless the Paying Agent and the Trustee shall have received an 
Opinion of Counsel (at the expense of the party seeking to make such            
contribution) to the effect that the inclusion of such assets in the Lower-Tier 
REMIC or the Upper-Tier REMIC will not (i) cause the Lower-Tier REMIC or the    
Upper-Tier REMIC to fail to qualify as a REMIC at any time that any             
Uncertificated Lower-Tier Interests or Certificates are outstanding or (ii)     
subject any of the Trust Fund or the Lower-Tier REMIC or the Upper-Tier REMIC to
any tax under the REMIC Provisions or other applicable provisions of federal,   
state and local law or ordinances.                                              

         (j) Neither the Paying Agent nor the Trustee shall enter into any
arrangement by which the Trust Fund or the Lower-Tier REMIC or the Upper-Tier   
REMIC will receive a fee or other compensation for services nor permit the Trust
Fund or the Lower-Tier REMIC or the Upper-Tier REMIC to receive any income from 
assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the 
Code or "permitted investments" as defined in Section 860G(a)(5) of the Code.   

   (k) Solely for the purposes of Treasury Regulations Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" by which the           
Certificate Balance or Notional Amount of each Class of Certificates (other than
the Class X-2 and Residual Certificates) representing a "regular interest" in   
the Upper-Tier REMIC and by which the Lower-Tier Principal Amount of each Class 
of Uncertificated Lower-Tier Interests representing a "regular interest" in the 
Lower-Tier REMIC would be reduced to zero is the Rated Final Distribution Date. 
The "latest possible maturity date" of the Class X-2 Certificates is the Class  
X-2 Termination Date.                                                           

         (l) None of the Trustee, the Paying Agent, the Master Servicer or
the Special Servicer, as applicable, shall sell, dispose of or substitute for   
any of the Mortgage Loans (except in connection with (i) the default, imminent  
default or foreclosure of a Mortgage Loan, including but not limited to, the    
acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in  
lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the           
termination of the Trust Fund pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or  
acquire any assets for the Trust Fund or the Lower-Tier REMIC or the Upper-Tier 
REMIC or sell or dispose of any investments in the Certificate Account or the   
REO Account for gain unless it has received an Opinion of Counsel that such     
sale, disposition or substitution will not (a) affect adversely the status of   
the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or (b) unless the       
Trustee, the Paying Agent, the Master Servicer or the Special Servicer, as      
applicable, has determined in its sole discretion to indemnify the Trust Fund   
against such tax, cause the Trust Fund or the Lower-Tier REMIC or the Upper-Tier
REMIC to be subject to a tax on "prohibited transactions" pursuant to the REMIC 
Provisions.                                                                     

         Section 10.02 Use of Agents. (a) The Trustee shall execute all of
its obligations and duties under this Article X through its Corporate Trust     
Office. The Trustee may execute any of its obligations and duties under this    
Article X either directly or by or through agents or attorneys. The Trustee     
shall not be relieved of any of its duties or obligations under this Article X  
by virtue of the appointment of any such agents or attorneys.                   

          (b) The Paying Agent may execute any of its obligations and duties
under this Article X either directly or by or through agents or attorneys. The  
Paying Agent shall not be relieved of any of its duties or obligations under    
this Article X by virtue of the appointment of any such agents or attorneys.    

        Section 10.03 Depositor, Master Servicer and Special Servicer to
Cooperate with Paying Agent. (a) The Depositor shall provide or cause to be     
provided to the Paying Agent within ten (10) days after the Depositor receives a
request from the Paying Agent, all information or data that the Paying Agent    
reasonably determines to be relevant for tax purposes as to the valuations and  
issue prices of the Certificates, including, without limitation, the price,     
yield, Prepayment Assumptions and projected cash flow of the Certificates.      

           (b) The Master Servicer and the Special Servicer shall each furnish
such reports, certifications and information, and upon reasonable notice and    
during normal business hours, access to such books and records maintained       
thereby, as may relate to the Certificates or the Trust Fund and as shall be    
reasonably requested by the Paying Agent in order to enable it to perform its   
duties hereunder.                                                               

         Section 10.04 Appointment of REMIC Administrators. (a) The Paying
Agent may appoint at the Paying Agent's expense, one or more REMIC              
Administrators, which shall be authorized to act on behalf of the Paying Agent  
in performing the functions set forth in Section 10.01 herein. The Paying Agent 
shall cause any such REMIC Administrator to execute and deliver to the Paying   
Agent an instrument in which such REMIC Administrator shall agree to act in such
capacity, with the obligations and responsibilities herein. The appointment of a
REMIC Administrator shall not relieve the Paying Agent from any of its          
obligations hereunder, and the Paying Agent shall remain responsible and liable 
for all acts and omissions of the REMIC Administrator. Each REMIC Administrator 
must be acceptable to the Paying Agent and must be organized and doing business 
under the laws of the United States of America or of any State and be subject to
supervision or examination by federal or state authorities. In the absence of   
any other Person appointed in accordance herewith acting as REMIC Administrator,
the Paying Agent hereby agrees to act in such capacity in accordance with the   
terms hereof. If Wells Fargo Bank, N.A. is removed as Paying Agent, then Wells  
Fargo Bank, N.A. shall be terminated as REMIC Administrator.                    

          (b) Any Person into which any REMIC Administrator may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any REMIC Administrator shall be a
party, or any Person succeeding to the corporate agency business of any REMIC   
Administrator, shall continue to be the REMIC Administrator without the         
execution or filing of any paper or any further act on the part of the Paying   
Agent or the REMIC Administrator.                                               

       (c) Any REMIC Administrator may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee, the        
Certificate Registrar, the Paying Agent, the Master Servicer, the Special       
Servicer and the Depositor. The Paying Agent may at any time terminate the      
agency of any REMIC Administrator by giving written notice of termination to    
such REMIC Administrator, the Master Servicer, the Certificate Registrar and the
Depositor. Upon receiving a notice of resignation or upon such a termination, or
in case at any time any REMIC Administrator shall cease to be eligible in       
accordance with the provisions of this Section 10.04, the Paying Agent may      
appoint a successor REMIC Administrator, in which case the Paying Agent shall   
given written notice of such appointment to the Master Servicer and the         
Depositor and shall mail notice of such appointment to all Certificateholders;  
provided, however, that no successor REMIC Administrator shall be appointed     
unless eligible under the provisions of this Section 10.04. Any successor REMIC 
Administrator 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 REMIC Administrator. No   
REMIC Administrator shall have responsibility or liability for any action taken 
by it as such at the direction of the Paying Agent.                             

[End of Article X]

ARTICLE XI

 EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

        Section 11.01 Intent of the Parties; Reasonableness. The parties
hereto acknowledge and agree that the purpose of Article XI of this Agreement is
to facilitate compliance by the Depositor with the provisions of Regulation AB  
and the related rules and regulations of the Commission. The Depositor shall not
exercise its rights to request delivery of information or other performance     
under these provisions other than in good faith, or 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;      
provided that in all instances the reports and certificates contemplated by     
Sections 11.09, 11.10 and 11.11 shall be provided to the Rating Agencies as     
required thereunder; provided, however, that the Trustee and Paying Agent shall 
be deemed to have satisfied any delivery requirements to the Rating Agencies    
thereunder by making such reports and certificates available on its internet    
website. The parties hereto acknowledge that interpretations of the requirements
of Regulation AB may change over time, due to interpretive guidance provided by 
the Commission or its staff, and agree to comply with requests made by the      
Depositor in good faith for delivery of information under these provisions on   
the basis of evolving interpretations of Regulation AB. In connection with the  
J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1, Commercial      
Mortgage Pass-Through Certificates, Series 2007-C1, each of the Master Servicer,
the Special 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 (including any of its assignees  
or designees), any and all statements, reports, certifications, records and any 
other information (in its possession or reasonably attainable) necessary in the 
good faith determination of the Depositor to permit the Depositor to comply with
the provisions of Regulation AB, together with such disclosures relating to the 
Master Servicer, the Special 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 to be necessary in order to effect such    
compliance. For purposes of this Article XI, to the extent any party has an     
obligation to exercise commercially reasonable efforts to cause a third party to
perform, such party hereunder shall not be required to bring any legal action   
against such third party in connection with such obligation.                    

           Section 11.02 Succession; Subcontractors. (a) As a condition to the
succession to the Master Servicer and Special Servicer or to any Sub-Servicer as
servicer or sub-servicer under this Agreement by any Person (i) into which the  
Master Servicer and Special Servicer or such Sub-Servicer may be merged or      
consolidated, or (ii) which may be appointed as a successor to the Master       
Servicer and Special Servicer or to any Sub-Servicer, the Master Servicer and   
Special Servicer shall provide to the Depositor and the Paying Agent, at least  
15 calendar days prior to the effective date of such succession or appointment  
(or such shorter period as is agreed to by the Depositor), (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 relating
to such successor reasonably requested by the Depositor in order to comply with 
its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange   
Act (if such reports under the Exchange Act are required to be filed under the  
Exchange Act); provided, however that if disclosing such information prior to   
such effective date would violate any applicable law or confidentiality         
agreement, the Master Servicer or Special Servicer, as the case may be, shall   
submit such disclosure to the Depositor no later than the first Business Day    
after the effective date of such succession or appointment.                     

  (b) Each of the Master Servicer, the Special Servicer, the
Sub-Servicer, the Trustee and the Paying Agent (each of the Master Servicer, the
Special Servicer, the Trustee and the Paying Agent and each Sub-Servicer, for   
purposes of this paragraph, a "Servicer") is permitted to utilize one or more   
Subcontractors to perform certain of its obligations hereunder. Such Servicer   
shall promptly upon request provide to the Depositor a written description (in  
form and substance satisfactory to the Depositor) of the role and function of   
each Subcontractor utilized by such Servicer, specifying (i) the identity of    
each Subcontractor that is a Servicing Function Participant and (ii) the        
elements of the Servicing Criteria that will be addressed in assessments of     
compliance provided by each such Subcontractor. As a condition to the           
utilization by such Servicer of any Subcontractor determined to be a Servicing  
Function Participant, such Servicer shall (i) with respect to any such          
Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use     
commercially reasonable efforts to cause, and (ii) with respect to any other    
subcontractor with which it has entered into a servicing relationship, cause    
such Subcontractor used by such Servicer for the benefit of the Depositor and   
the Trustee to comply with the provisions of Section 11.10 and Section 11.11 of 
this Agreement to the same extent as if such Subcontractor were such Servicer.  
With respect to any Servicing Function Participant engaged by such Servicer that
is an Initial Sub-Servicer, such Servicer shall be responsible for using        
commercially reasonable efforts to obtain, and with respect to each other       
Servicing Function Participant engaged by such Servicer, such Servicer shall    
obtain from each such Servicing Function Participant and deliver to the         
applicable Persons any assessment of compliance report and related accountant's 
attestation required to be delivered by such Subcontractor under Section 11.10  
and Section 11.11, in each case, as and when required to be delivered.          

  (c) Notwithstanding the foregoing, if a Servicer engages a
Subcontractor, other than an Initial Sub-Servicer in connection with the        
performance of any of its duties under this Agreement, such Servicer shall be   
responsible for determining whether such Subcontractor is a "servicer" within   
the meaning of Item 1101 of Regulation AB and whether any such Subcontractor    
meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a  
Servicer determines, pursuant to the preceding sentence, that such Subcontractor
is a "servicer" within the meaning of Item 1101 of Regulation AB and meets the  
criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such       
Subcontractor shall be deemed to be a Sub-Servicer for purposes of this         
Agreement, the engagement of such Sub-Servicer shall not be effective unless and
until notice is given to the Depositor and the Trustee of any such Sub-Servicer 
and Subservicing Agreement. Other than with respect to the Initial Sub-Servicer,
no Subservicing Agreement shall be effective until 15 days after such written   
notice is received by the Depositor and the Paying Agent (or such shorter period
as is agreed to by the Depositor). Such notice shall contain all information    
reasonably necessary to enable the Paying Agent to accurately and timely report 
the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such     
reports under the Exchange Act are required to be filed under the Exchange Act).

       (d) In connection with the succession to the Trustee under this
Agreement by any Person (i) into which the Trustee may be merged or             
consolidated, or (ii) which may be appointed as a successor to the Trustee, the 
Trustee shall notify the Depositor and each Rating Agency, at least 30 calendar 
days prior to the effective date of such succession or appointment (or if such  
prior notice is violative of applicable law or any applicable confidentiality   
agreement, no later than one (1) Business Day after such effective date of      
succession) and shall furnish to the Depositor in writing and in form and       
substance reasonably satisfactory to the Depositor, all information reasonably  
necessary for the Paying Agent to accurately and timely report, pursuant to     
Section 11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange   
Act (if such reports under the Exchange Act are required to be filed under the  
Exchange Act).                                                                  

      (e) Notwithstanding anything to the contrary contained in this
Article XI, in connection with any Initial Sub-Servicer and/or any Mortgage Loan
that is the subject of an Initial Sub-Servicing Agreement, with respect to all  
matters related to Regulation AB, the Master Servicer shall not have any        
obligation other than to use commercially reasonable efforts to cause such      
Initial Sub-Servicer to comply with its obligations under such Initial          
Sub-Servicing Agreement.                                                        

      Section 11.03 Filing Obligations. (a) The Master Servicer, the
Special Servicer, the Paying Agent and the Trustee shall reasonably cooperate   
with the Depositor in connection with the satisfaction of the Trust's reporting 
requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06   
and 11.07 of this Agreement, the Paying Agent shall prepare for execution by the
Depositor any Forms 8-K, 10-D and 10-K required by the Exchange Act, in order to
permit the timely filing thereof, and the Paying Agent shall file (via the      
Commission's Electronic Data Gathering and Retrieval System ("EDGAR")) such     
Forms executed by the Depositor.                                                

         Each party hereto shall be entitled to rely on the information in
the Prospectus Supplement with respect to the identity of any Sponsor, credit   
enhancer, derivative provider or "significant obligor" as of the Closing Date   
other than with respect to itself or any information required to be provided by 
it or indemnified for by it pursuant to any separate agreement.                 

            (b) In the event that the Paying Agent is unable to timely file with
the Commission all or any required portion of any Form 8-K, 10-D or 10-K        
required to be filed by this Agreement because required disclosure information  
was either not delivered to it or delivered to it after the delivery deadlines  
set forth in this Agreement, the Paying Agent will promptly notify the          
Depositor. In the case of Forms 10-D and 10-K, the Depositor, the Master        
Servicer, the Paying Agent and Trustee will thereupon cooperate to prepare and  
file a Form 12b-25 and a Form 10-D/A or Form 10-K/A, as applicable, pursuant to 
Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Paying Agent will,
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 succeeding Form 10-D to be filed for 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 will notify the Depositor, and such other parties as needed and the
parties hereto will cooperate with the Paying Agent 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 by an officer of  
the Depositor. The parties to this Agreement acknowledge that the performance by
the Paying Agent of its duties under this Section 11.03 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 the parties observing all applicable  
deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05,
11.06, 11.07, 11.08, 11.09, 11.10 and 11.11 of this Agreement. 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 and/or   
timely file any such Form 15, Form 12b-25 or any amendments to Form 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, Form 10-D or Form 10-K, not resulting    
from its own negligence, bad faith or willful misconduct.                       

      Section 11.04 Form 10-D Filings. (a) Within 15 days after each
Distribution Date (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      
Statement to Certificateholders attached thereto. Any disclosure in addition to 
the Statement to Certificateholders that is required to be included on Form 10-D
("Additional Form 10-D Disclosure") shall, pursuant to the following paragraph  
be reported by the parties set forth on Exhibit Y to the Depositor and the      
Paying Agent and approved by the Depositor, and the Paying Agent will have no   
duty or liability for any failure hereunder to determine or prepare any         
Additional Form 10-D Disclosure, absent such reporting, direction and approval. 

            For so long as the Trust is subject to the reporting requirements of
the Exchange Act, as set forth on Exhibit Y hereto, within 5 calendar days after
the related Distribution Date, (i) certain parties to this Agreement identified 
on Exhibit Y hereto shall be required to provide to the Paying Agent and the    
Depositor, to the extent a Regulation AB Servicing Officer or Responsible       
Officer, as the case may be, has actual knowledge, in EDGAR compatible format,  
or in such other format as otherwise agreed upon by the Paying Agent, the       
Depositor and such providing parties, the form and substance of any Additional  
Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit Y hereto
shall include with such Additional Form 10-D Disclosure, an Additional          
Disclosure Notification in the form attached hereto as Exhibit BB and (iii) the 
Depositor shall approve, as to form and substance, or disapprove, as the case   
may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D.      
Neither the Trustee nor the Paying Agent has any duty under this Agreement to   
monitor or enforce the performance by the parties listed on Exhibit Y of their  
duties under this paragraph or proactively solicit or procure from such parties 
any Additional Form 10-D Disclosure information. The Depositor will be          
responsible for any reasonable expenses incurred by the Trustee or Paying Agent 
in connection with including any Additional Form 10-D Disclosure on Form 10-D   
pursuant to this paragraph.                                                     

           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 
represents to the Paying Agent that the Depositor has filed all such required   
reports during the preceding 12 months and that it has been subject to such     
filing requirement for the past 90 days. The Depositor shall notify the Paying  
Agent in writing, no later than the 5th calendar day after the related          
Distribution Date with respect to the filing of a report on Form 10-D if the    
answer to the questions should be "no." The Paying Agent shall be entitled to   
rely on such representations in preparing, executing and/or filing any such     
report.                                                                         

         (b) After preparing the Form 10-D, the Paying Agent shall forward
electronically a copy of the Form 10-D to the Depositor for review no later than
10 calendar days after the related Distribution Date or, if the 10th calendar   
day after the related Distribution Date is not a Business Day, the immediately  
preceding Business Day. Within two Business Days after receipt of such copy, but
no later than the 2 Business Days prior to the 15th calendar day after the      
Distribution Date, the Depositor shall notify the Paying Agent in writing (which
may be furnished electronically) of any changes to or approval of such Form 10-D
and, a duly authorized officer of the Depositor 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.            
Alternatively, if the Paying Agent agrees in its sole discretion, the Depositor 
may deliver to the Paying Agent manually signed copies of a power of attorney   
meeting the requirements of Item 601(b)(24) of Regulation S-K under the         
Securities Act, and certified copies of a resolution of the Depositor's board of
directors authorizing such power of attorney, each to be filed with each Form   
10-D, in which case the Paying Agent shall sign such Forms 10-D as attorney in  
fact for the Depositor. 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 11.03(b). Promptly after filing with the        
Commission, the Paying Agent will make available on its internet website a final
executed copy of each Form 10-D filed by the Paying Agent. The signing party at 
the Depositor can be contacted at Bianca Russo, Vice President and Secretary,   
J.P. Morgan Chase Commercial Mortgage Securities Corp., 270 Park Avenue, 40th   
Floor, New York, New York 10017, telecopy number: (212) 270-7473, with a copy to
Emanuel Chrysoulakis, Vice President, J.P. Morgan Chase Commercial Mortgage     
Securities Corp., 270 Park Avenue, 10th Floor, New York, New York 10017,        
telecopy number: (212) 834-6593. The parties to this Agreement acknowledge that 
the performance by the Paying Agent of its duties under this Section 11.04(b)   
related to the timely preparation and filing of Form 10-D is contingent upon    
such parties observing all applicable deadlines in the performance of their     
duties under this Section 11.04(b). Neither the Trustee nor the Paying Agent    
shall have any liability for any loss, expense, damage, or claim arising out of 
or with respect to any failure to properly prepare, arrange for execution and/or
timely 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    
party to this Agreement needed to prepare, arrange for execution or file such   
Form 10-D, not resulting from its own negligence, bad faith or willful          
misconduct.                                                                     

            Section 11.05 Form 10-K Filings. (a) Within 90 days after the end of
each fiscal year of the Trust (it being understood that the fiscal year for the 
Trust ends on December 31 of each year) or such earlier date as may be required 
by the Exchange Act (the "10-K Filing Deadline"), 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 the Master Servicer, the
     Special Servicer and each Additional Servicer, as described under Section
11.09;                                                              

    (ii) (A) the annual reports on assessment of compliance with
servicing criteria for the Trustee, the Master Servicer, the Special
   Servicer, the Paying Agent, each Additional Servicer and each Servicing
Function Participant utilized by the Master Servicer, the Special   
    Servicer, the Paying Agent or Trustee, as described under Section 11.10;
and                                                                 

           (B) if any such report on assessment of compliance with
       servicing criteria described under Section 11.10 identifies any
       material instance of noncompliance, disclosure identifying such
     instance of noncompliance, or if such report on assessment of
           compliance with servicing criteria described under Section 11.10 is
          not included as an exhibit to such Form 10-K, disclosure that such
        report is not included and an explanation why such report is not
included;                                               

          (iii) (A) the registered public accounting firm attestation report
  for the Trustee, the Master Servicer, the Special Servicer, the Paying
  Agent each Additional Servicer and each Servicing Function Participant
      utilized by the Master Servicer, the Special Servicer, the Paying Agent or
the Trustee, as described under Section 11.11; and                  

            (B) if any registered public accounting firm attestation
    report described under Section 11.11 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 why
such report is not included; and                        

           (iv) a certification in the form attached hereto as Exhibit V, with
  such changes as may be necessary or appropriate as a result of changes
     promulgated by the Commission (the "Sarbanes-Oxley Certification"), which
    shall, except as described below, be signed by the senior officer of the
Depositor in charge of securitization.                              

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 following paragraph be reported by the parties set forth on     
Exhibit Z to the Depositor and the Paying Agent and approved by the Depositor   
and the Paying Agent will have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-K Disclosure, absent such reporting,
direction and approval.                                                         

        As set forth on Exhibit Z hereto, no later than March 15 of each
year that the Trust is subject to the Exchange Act reporting requirements,      
commencing in 2008, (i) the parties listed on Exhibit Z shall be required to    
provide to the Paying Agent and the Depositor, to the extent a Regulation AB    
Servicing Officer or Responsible Officer, as the case may be, has actual        
knowledge, in EDGAR compatible format or in such other format as otherwise      
agreed upon by the Paying Agent, the Depositor and such providing parties, the  
form and substance of any Additional Form 10-K Disclosure, if applicable, (ii)  
the parties listed on Exhibit Z hereto shall include with such Additional Form  
10-K Disclosure, an Additional Disclosure Notification in the form attached     
hereto as Exhibit BB and (iii) the Depositor will approve, as to form and       
substance, or disapprove, as the case may be, the inclusion of the Additional   
Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Paying Agent has 
any duty under this Agreement to monitor or enforce the performance by the      
parties listed on Exhibit Z of their duties under this paragraph or proactively 
solicit or procure from such parties any Additional Form 10-K Disclosure        
information. The Depositor will be responsible for any reasonable expenses      
incurred by the Trustee and the Paying Agent in connection with including any   
Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.        

           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 
represents to the Paying Agent that the Depositor has filed all such required   
reports during the preceding 12 months and that it has been subject to such     
filing requirement for the past 90 days. The Depositor shall notify the Paying  
Agent in writing, no later than March 15th with respect to the filing of a      
report on Form 10-K, if the answer to the questions should be "no." The Paying  
Agent shall be entitled to rely on such representations in preparing, executing 
and/or filing any such report.                                                  

         (b) After preparing the Form 10-K, the Paying Agent shall forward
electronically a copy of the Form 10-K to the Depositor for review no later than
6 Business Days prior to the 10-K Filing Deadline. Within three Business Days   
after receipt of such copy, but no later than March 25th, the Depositor shall   
notify the Paying Agent in writing (which may be furnished electronically) of   
any changes to or approval of such Form 10-K and the senior officer in charge of
securitization for 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 at such time. 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 shall follow the procedures set forth in Section      
11.03(b). Promptly after filing with the Commission, the Paying Agent will make 
available on its internet website a final executed copy of each Form 10-K filed 
by the Paying Agent. The signing party at the Depositor can be contacted at     
Bianca Russo, Vice President and Secretary, J.P. Morgan Chase Commercial        
Mortgage Securities Corp., 270 Park Avenue, 40th Floor, New York, New York      
10017, telecopy number: (212) 270-7473, with a copy to Emanuel Chrysoulakis,    
Vice President, J.P. Morgan Chase Commercial Mortgage Securities Corp., 270 Park
Avenue, 10th Floor, New York, New York 10017, telecopy number: (212) 834-6593.  
The parties to this Agreement acknowledge that the performance by the Paying    
Agent of its duties under this Section 11.05 related to the timely preparation  
and filing of Form 10-K is contingent upon the parties to this Agreement (and   
any Additional Servicer or Servicing Function Participant engaged or utilized,  
as applicable, by any such parties) observing all applicable deadlines in the   
performance of their duties under this Section 11.05. Neither the Trustee nor   
the Paying Agent shall have any liability for any loss, expense, damage, claim  
arising out of or with respect to any failure to properly prepare, arrange for  
execution and/or timely file such Form 10-K, where such failure results from the
Paying Agent's inability or failure or receive, on a timely basis, any          
information from the parties to this Agreement (or any Sub-Servicer or Servicing
Function Participant engaged by any such parties) needed to prepare, arrange for
execution or file such Form 10-K, not resulting from its own negligence, bad    
faith or willful misconduct.                                                    

        Section 11.06 Sarbanes-Oxley Certification. Each Form 10-K shall
include a Sarbanes-Oxley Certification in the form attached as Exhibit V        
required to be included therewith pursuant to the Sarbanes-Oxley Act. The Master
Servicer, the Special Servicer, the Trustee and the Paying Agent shall provide, 
and (i) with respect to each Initial Sub-Servicer engaged by the Master         
Servicer, the Special Servicer, as applicable, that is a Servicing Function     
Participant use commercially reasonable efforts to cause such Initial           
Sub-Servicer to provide, and (ii) with respect to each other Servicing Function 
Participant with which it has entered into a servicing relationship with respect
to the Mortgage Loans, shall cause such Servicing Function Participant to       
provide, to the Person who signs the Sarbanes-Oxley Certification (the          
"Certifying Person"), on or before March 15 of each year commencing in March    
2008, a certification in the form attached hereto as Exhibit W-1, W-2 and W-3   
(each, a "Performance Certification"), as applicable, on which the Certifying   
Person, the entity for which the Certifying Person acts as an officer (if the   
Certifying Person is an individual), and such entity's officers, directors and  
Affiliates (collectively with the Certifying Person, "Certification Parties")   
can reasonably rely. In addition, in the event that any Companion Loan (other   
than a Non-Serviced Companion Loan) is deposited into a commercial mortgage     
securitization (an "Other Securitization"), each Reporting Servicer, upon not   
less than 30 days prior written request, shall provide to the Person who signs  
the Sarbanes-Oxley Certification with respect to such Other Securitization a    
certification in form and substance similar to applicable Performance           
Certification (which shall address the matters contained in the applicable      
Performance Certification, but solely with respect to the related Companion     
Loan) on which such Person, the entity for which the Person acts as an officer  
(if the Person is an individual), and such entity's officers, directors and     
Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan,
the Paying Agent will use its reasonable efforts to procure a Sarbanes-Oxley    
back-up certification from the applicable Non-Serviced Master Servicer,         
Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance    
similar to a Performance Certification. The senior officer in charge of         
securitization for the Depositor shall serve as the Certifying Person on behalf 
of the Trust. In addition, each Reporting Servicer shall execute a reasonable   
reliance certificate to enable the Certification Parties to rely upon each (i)  
annual compliance statement provided pursuant to Section 11.09, (ii) annual     
report on assessment of compliance with servicing criteria provided pursuant to 
Section 11.10 and (iii) accountant's report provided pursuant to Section 11.11, 
and shall include a certification that each such annual compliance statement or 
report discloses any deficiencies or defaults described to the registered public
accountants of such Reporting Servicer to enable such accountants to render the 
certificates provided for in Section 11.11. In the event any Reporting Servicer 
is terminated or resigns pursuant to the terms of this Agreement, or any        
applicable sub-servicing agreement or primary servicing agreement, as the case  
may be, such Reporting Servicer shall provide a certification to the Certifying 
Person pursuant to this Section 11.06 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 such Performance Certification shall be     
provided in EDGAR compatible format, or in such other format agreed upon by the 
Depositor, the Paying Agent and such providing parties.                         

          Notwithstanding anything to the contrary contained in this Section
11.06, with respect to each year in which the Trust is not subject to the       
reporting requirements of the Exchange Act, none of the parties required to     
deliver any certification under this Section 11.06 shall be obligated to do so. 

           Section 11.07 Form 8-K Filings. Within four (4) Business Days after
the occurrence of an event requiring disclosure on Form 8-K (each such event, a 
"Reportable Event"), and if requested by the Depositor and to the extent it     
receives the Form 8-K Disclosure Information described below, 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 following   
paragraph be reported by the parties set forth on Exhibit AA to the Depositor   
and the Paying Agent and approved by the Depositor, and the Paying Agent will   
have no duty or liability for any failure hereunder to determine or prepare any 
Form 8-K Disclosure Information or any Form 8-K, absent such reporting,         
direction and approval.                                                         

      As set forth on Exhibit AA hereto, for so long as the Trust is
subject to the Exchange Act reporting requirements, no later than noon on the   
2nd Business Day after the occurrence of a Reportable Event (i) the parties set 
forth on Exhibit AA hereto shall be required to provide to the Depositor and the
Paying Agent, to the extent a Regulation AB Servicing Officer or Responsible    
Officer, as the case may be, has actual knowledge, in EDGAR compatible format or
in such other format agreed upon by the Depositor, the Paying Agent and such    
providing parties any Form 8-K Disclosure Information, if applicable, (ii) the  
parties listed on Exhibit AA hereto shall include with such Form 8-K Disclosure 
Information, an Additional Disclosure Notification in the form attached hereto  
as Exhibit BB and (iii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure        
Information on Form 8-K. The Trustee has no duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit AA of their duties  
under this paragraph or proactively solicit or procure from such parties any    
Form 8-K Disclosure Information. The Depositor will be responsible for any      
reasonable expenses incurred by the Trustee and the Paying Agent in connection  
with including any Form 8-K Disclosure Information on Form 8-K pursuant to this 
paragraph.                                                                      

    After preparing the Form 8-K, the Paying Agent shall forward
electronically a copy of the Form 8-K to the Depositor for review no later than 
noon on the 3rd Business Day after the Reportable Event, but in no event earlier
than 24 hours after having received the Form 8-K Disclosure Information pursuant
to the immediately preceding paragraph. Promptly, but no later than the close of
business on the third Business Day after the Reportable Event, the Depositor    
shall notify the Paying Agent in writing (which may be furnished electronically)
of any changes to or approval of such Form 8-K. No later than noon on the 4th   
Business Day after the Reportable Event, a duly authorized officer of the       
Depositor shall sign the Form 8-K and return an electronic or fax copy of such  
signed Form 8-K (with an original executed hard copy to follow by overnight     
mail) to the Paying Agent. 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 11.03(b). Promptly after filing with the        
Commission, the Paying Agent will, make available on its internet website a     
final executed copy of each Form 8-K filed by the Paying Agent. The signing     
party at the Depositor can be contacted at Bianca Russo, Vice President and     
Secretary, J.P. Morgan Chase Commercial Mortgage Securities Corp., 270 Park     
Avenue, 40th Floor, New York, New York 10017, telecopy number: (212) 270-7473,  
with a copy to Emanuel Chrysoulakis, Vice President, J.P. Morgan Chase          
Commercial Mortgage Securities Corp., 270 Park Avenue, 10th Floor, New York, New
York 10017, telecopy number: (212) 834-6593. The parties to this Agreement      
acknowledge that the performance by the Paying Agent of its duties under this   
Section 11.07 related to the timely preparation and filing of Form 8-K is       
contingent upon such parties observing all applicable deadlines in the          
performance of their duties under this Section 11.07. Neither the Trustee nor   
the Paying Agent shall have any liability for any loss, expense, damage, claim  
arising out of or with respect to any failure to properly prepare, arrange for  
execution 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 the parties to this Agreement needed to prepare, arrange for   
execution or file such Form 8-K, not resulting from its own negligence, bad     
faith or willful misconduct.                                                    

           The Master Servicer, the Special Servicer, the Paying Agent and the
Trustee shall promptly notify (and the Master Servicer and the Special Servicer 
shall (i) with respect to each Initial Sub-Servicer that is an Additional       
Servicer engaged by such Master Servicer, Special Servicer, Trustee or Paying   
Agent use commercially reasonable efforts to cause such Additional Servicer to  
promptly notify and (ii) with respect to each other Additional Servicer with    
which it has entered into a servicing relationship with respect to the Mortgage 
Loans (other than a party to this Agreement) cause such Additional Servicer 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      
applicable to such party to the extent a Regulation AB Servicing Officer or     
Responsible Officer, as the case may be, has actual knowledge, in EDGAR         
compatible format.                                                              

            Notwithstanding anything to the contrary in this Section 11.07, with
respect to each year in which the Trust is not subject to the reporting         
requirements of the Exchange Act, none of the parties hereto are required to    
deliver Form 8-K Disclosure Information.                                        

            Section 11.08 Form 15 Filing. On or prior to 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. If, after the filing of a Form 15 Suspension Notification, at the end of   
any fiscal year for the Trust the number of Certificateholders of record exceeds
the number set forth in Section 15(d) of the Exchange Act or the regulations    
promulgated pursuant thereto which would cause the Trust to again become subject
to the reporting requirements of the Exchange Act, the Paying Agent shall       
recommence preparing and filing reports on Forms 10-K, 10-D and 8-K as required 
pursuant to Section 11.04, Section 11.05 and Section 11.07; provided, that if   
the Paying Agent re-commences the preparing and filing of Exchange Act reports, 
it may, as soon as permitted by the Exchange Act, file another Form 15          
Suspension Notification.                                                        

            Section 11.09 Annual Compliance Statements. The Master Servicer, the
Special Servicer, the Trustee and the Paying Agent (each, a "Certifying         
Servicer") shall deliver to (and each such party shall (i) with respect to each 
Additional Servicer engaged by such Master Servicer, Special Servicer, Trustee  
or Paying Agent that is an Initial Sub-Servicer, use commercially reasonable    
efforts to cause such Additional Servicer to deliver to and (ii) with respect to
each other Additional Servicer with which it has entered into a servicing       
relationship with respect to the Mortgage Loans, cause such Additional Servicer 
to deliver to) the Depositor and the Paying Agent on or before March 15 of each 
year, commencing in March 2008, an Officer's Certificate, in the form attached  
hereto as Exhibit EE (or such other form, similar in substance, as may be       
reasonably acceptable to the Depositor), 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 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. Such      
Officer's Certificate shall be provided in EDGAR compatible format, or in such  
other format agreed upon by the Depositor, the Paying Agent and such providing  
parties. The Master Servicer, the Special Servicer, the Trustee and the Paying  
Agent shall, and each such party shall (i) with respect to each Additional      
Servicer engaged by such Master Servicer, Special Servicer, Trustee or Paying   
Agent that is an Initial Sub-Servicer, use commercially reasonable efforts to   
cause such Additional Servicer, and (ii) with respect to each other Additional  
Servicer with which it has entered into a servicing relationship with respect to
the Mortgage Loans, cause such Additional Servicer to forward a copy of each    
such statement (or, in the case of the Trustee and the Paying Agent, make a copy
of each such statement available on its internet website) to the Rating Agencies
and the Directing Certificateholder. With respect to any Non-Serviced Companion 
Loan, the Paying Agent will use its reasonable efforts to procure such Officer's
Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced      
Special Servicer and Non-Serviced Trustee in form and substance similar to the  
form attached hereto as Exhibit EE. Promptly after receipt of each such         
Officer's Certificate, the Depositor may review each such Officer's Certificate 
and, if applicable, consult with the Master Servicer, the Special Servicer, the 
Trustee or the Paying Agent, as applicable, as to the nature of any failures by 
the Master Servicer, the Special Servicer, the Trustee or the Paying Agent,     
respectively, or any related Additional Servicer with which the Master Servicer,
the Special Servicer, the Trustee or the Paying Agent, as applicable, has       
entered into a servicing relationship with respect to the Mortgage Loans in the 
fulfillment of any of the Master Servicer's, Special Servicer's, Trustee's and  
Paying Agent's or Additional Servicer's obligations hereunder or under the      
applicable sub-servicing or primary servicing agreement. The obligations of the 
Master Servicer, the Special Servicer, the Trustee and the Paying Agent and each
Additional Servicer under this Section apply to the Master Servicer, the Special
Servicer, the Trustee and the Paying Agent and each Additional Servicer that    
serviced a Mortgage Loan during the applicable period, whether or not the Master
Servicer, the Special Servicer, the Trustee, the Paying Agent or Additional     
Servicer is acting as the Master Servicer, the Special Servicer, the Trustee,   
the Paying Agent or Additional Servicer at the time such Officer's Certificate  
is required to be delivered. None of the Master Servicer, Special Servicer or   
Additional Servicer shall be required to cause the delivery of any such         
statement (which delivery requirement will be deemed to have been satisfied if  
such statement is made available by the applicable party on its website;        
provided that a copy of such statement will be promptly forwarded by such party 
to any Rating Agency upon request) until April 15 in any given year so long as  
it has received written confirmation from the Depositor that a report on Form   
10-K is not required to be filed in respect of the Trust for the preceding      
calendar year.                                                                  

           In the event the Master Servicer, the Special Servicer, the Trustee
or the Paying Agent is terminated or resigns pursuant to the terms of this      
Agreement, such party shall provide, and each of the Master Servicer and the    
Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by   
such party that is an Additional Servicer that resigns or is terminated under   
any applicable servicing agreement, use its reasonable efforts to cause such    
Additional Servicer to provide and (ii) with respect to any other Additional    
Servicer engaged by such party that resigns or is terminated under any          
applicable servicing agreement, cause such Additional Servicer to provide, an   
annual statement of compliance pursuant to this Section 11.09 with respect to   
the period of time that the Master Servicer, the Special Servicer, the Trustee  
or the Paying Agent was subject to this Agreement or the period of time that    
such Additional Servicer was subject to such other servicing agreement.         

     Section 11.10 Annual Reports on Assessment of Compliance with
Servicing Criteria. (a) On or before March 15 of each year, commencing in March 
2008, the Master Servicer, the Special Servicer, the Trustee and the Paying     
Agent, each at its own expense, shall furnish (and each such party shall (i)    
with respect to each Initial Sub-Servicer engaged by such Master Servicer,      
Special Servicer, Trustee or Paying Agent that is a Servicing Function          
Participant, use commercially reasonable efforts to cause such Servicing        
Function Participant to furnish and (ii) with respect to each other Servicing   
Function Participant with which it has entered into a servicing relationship    
with respect to the Mortgage Loans, cause such Servicing Function Participant to
furnish) to the Trustee, the Paying Agent and the Depositor, with a copy to the 
Rating Agencies (which copy shall be deemed furnished by the Trustee and Paying 
Agent when made available on its internet website), a report substantially in   
the form of Exhibit FF or such other form provided by such Reporting Servicer   
that complies in all material respects with the requirements of Item 1122 of    
Regulation AB, on an assessment of compliance with the Servicing Criteria       
applicable to it 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 Relevant 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 11.05, 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. With respect to any  
Non-Serviced Companion Loan, the Paying Agent will use its reasonable efforts to
procure such report from the applicable Non-Serviced Master Servicer,           
Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance    
similar to the form attached hereto as Exhibit FF. Such report shall be provided
in EDGAR compatible format, or in such other format agreed upon by the          
Depositor, the Paying Agent and the Reporting Servicer.                         

          Each such report shall be addressed to the Depositor and signed by
an authorized officer of the applicable company, and shall address the Relevant 
Servicing Criteria specified on a certification substantially in the form of    
Exhibit X hereto delivered to the Depositor on the Closing Date. Promptly after 
receipt of each such report, (i) the Depositor may review each such report and, 
if applicable, consult with each Reporting Servicer as to the nature of any     
material instance of noncompliance with the Servicing Criteria applicable to it 
(and each Servicing Function Participant engaged or utilized by each Reporting  
Servicer, as applicable), and (ii) the Trustee shall confirm that the           
assessments taken individually address the Relevant Servicing Criteria for each 
party as set forth on Exhibit X and notify the Depositor of any exceptions. None
of the Master Servicer, the Special Servicer, the Paying Agent, the Trustee or  
any Servicing Function Participant shall be required to cause the delivery of   
any such assessments (which delivery requirement will be deemed to have been    
satisfied if such assessments are made available by the applicable party on its 
website; provided that a copy of such statement will be promptly forwarded by   
such party to any Rating Agency upon request) until April 15 in any given year  
so long as it has received written confirmation from the Depositor that a report
on Form 10-K is not required to be filed in respect of the Trust for the        
preceding calendar year.                                                        

          (b) The Master Servicer, the Special Servicer, the Trustee and the
Paying Agent hereby acknowledge and agree that the Relevant Servicing Criteria  
set forth on Exhibit X is appropriately set forth with respect to such party and
any Servicing Function Participant with which the Master Servicer, Special      
Servicer, Trustee or Paying Agent has entered into a servicing relationship.    

            (c) No later than 10 Business Days after the end of each fiscal year
for the Trust, the Master Servicer and the Special Servicer shall notify the    
Trustee and the Depositor as to the name of each Additional Servicer engaged by 
it and each Servicing Function Participant utilized by it, in each case other   
than with respect to any Initial Sub-Servicer, and the Trustee and the Paying   
Agent shall notify the Depositor as to the name of each Servicing Function      
Participant utilized by it, in each case by providing an updated Exhibit DD, and
each such notice will specify what specific 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 Trustee and the
Paying Agent submit their assessments pursuant to Section 11.10(a), the Master  
Servicer, the Special Servicer, the Trustee and the Paying Agent, as applicable,
will also at such time include the assessment (and related attestation pursuant 
to Section 11.11) of each Servicing Function Participant engaged by it.         

     In the event the Master Servicer, the Special Servicer or the
Trustee is terminated or resigns pursuant to the terms of this Agreement, such  
party shall provide, and each such party shall cause any Servicing Function     
Participant engaged by it to provide (and each of the Master Servicer and the   
Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by   
such Master Servicer or Special Servicer that is an Additional Servicer that    
resigns or is terminated under any applicable servicing agreement, use its      
reasonable efforts to cause such Additional Servicer and (ii) with respect to   
any other Additional Servicer that resigns or is terminated under any applicable
servicing agreement, cause such Additional Servicer to provide) an annual       
assessment of compliance pursuant to this Section 11.10, coupled with an        
attestation as required in Section 11.11 with respect to the period of time that
the Master Servicer, the Special Servicer, the Trustee or the Paying Agent was  
subject to this Agreement or the period of time that the Additional Servicer was
subject to such other servicing agreement.                                      

        Section 11.11 Annual Independent Public Accountants' Attestation
Report. On or before March 15 of each year, commencing in March 2008, the Master
Servicer, the Special Servicer, the Trustee and the Paying Agent, each at its   
own expense, shall cause (and the Master Servicer, the Special Servicer, the    
Trustee and the Paying Agent shall (i) with respect to each Initial Sub-Servicer
engaged by such Master Servicer, Special Servicer, Trustee or Paying Agent that 
is a Servicing Function Participant use commercially reasonable efforts to cause
such Servicing Function Participant to cause and (ii) with respect to each other
Servicing Function Participant with which it has entered into a servicing       
relationship with respect to the Mortgage Loans cause such Servicing Function   
Participant to cause) a registered public accounting firm (which may also render
other services to the Master Servicer, the Special Servicer, the Trustee, the   
Paying Agent or the applicable Servicing Function Participant, as the case may  
be) and that is a member of the American Institute of Certified Public          
Accountants to furnish a report to the Trustee, the Paying Agent and the        
Depositor, with a copy to the Rating Agencies and the Directing                 
Certificateholder (which copy shall be deemed furnished by the Trustee and      
Paying Agent when made available on its internet website), to the effect that   
(i) it has obtained a representation regarding certain matters from the         
management of such Reporting Servicer, which includes an assertion that such    
Reporting Servicer has complied with the Relevant Servicing Criteria applicable 
to it 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 issuing an opinion as to whether such Reporting Servicer's         
assessment of compliance with the Relevant Servicing Criteria applicable to it  
was fairly stated in all material respects. In the event that an overall opinion
cannot be expressed, such registered public accounting firm shall state in such 
report why it was unable to express such an opinion. Each such related          
accountant's attestation report shall be made in accordance with Rules          
1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the       
Exchange Act. Such report must be available for general use and not contain     
restricted use language. With respect to any Non-Serviced Companion Loan, the   
Paying Agent will use its reasonable efforts to procure such report from the    
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and      
Non-Serviced Trustee. Such report shall be provided in EDGAR compatible format, 
or in such other format agreed upon by the Depositor, the Paying Agent and the  
providing parties.                                                              

           Promptly after receipt of such report from the Master Servicer, the
Special Servicer, the Trustee, the Paying Agent or any Servicing Function       
Participant, (i) the Depositor may review the report and, if applicable, consult
with the Master Servicer, the Special Servicer, the Trustee or the Paying Agent 
as to the nature of any defaults by the Master Servicer, the Special Servicer,  
the Trustee or any Servicing Function Participant with which it has entered into
a servicing relationship with respect to the Mortgage Loans, as the case may be,
in the fulfillment of any of the Master Servicer's, the Special Servicer's, the 
Trustee's, the Paying Agent's or the applicable Servicing Function Participants'
obligations hereunder or under the applicable sub-servicing or primary servicing
agreement, and (ii) the Trustee shall confirm that each accountants' attestation
report submitted pursuant to this Section relates to an assessment of compliance
meeting the requirements of Section 11.10 and notify the Depositor of any       
exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the 
Paying Agent nor any Additional Servicer shall be required to deliver, or shall 
be required to cause the delivery of (which delivery requirement will be deemed 
to have been satisfied if such reports are made available by the applicable     
party on its website; provided that a copy of such statement will be promptly   
forwarded by such party to any Rating Agency upon request), such reports until  
April 15 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 with respect to the  
Trust for the preceding fiscal year.                                            

       Section 11.12 Indemnification. Each of the Master Servicer, the
Special Servicer, the Trustee and the Paying Agent shall indemnify and hold     
harmless each Certification Party from and against any claims, 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) an actual breach by the Master Servicer, the Special         
Servicer, the Trustee or the Paying Agent, as the case may be, of its           
obligations under this Article XI or (ii) negligence, bad faith or willful      
misconduct on the part of the Master Servicer, the Special Servicer, the Trustee
or the Paying Agent in the performance of such obligations.                     

      The Master Servicer, the Special Servicer, the Trustee and the
Paying Agent shall (i) with respect to any Initial Sub-Servicer engaged by the  
Master Servicer, Special Servicer, Trustee or Paying Agent that is a Servicing  
Function Participant or Additional Servicer, use commercially reasonable efforts
to cause such party to and (ii) with respect to each other Additional Servicer  
and each Servicing Function Participant with which, in each case, it has entered
into a servicing relationship with respect to the Mortgage Loans to cause such  
party to indemnify and hold harmless each Certification Party from and against  
any and all claims, losses, damages, penalties, fines, forfeitures, legal fees  
and expenses and related costs, judgments and any other costs, fees 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 compliance reports or attestation reports pursuant to the         
applicable sub-servicing or primary servicing agreement or (ii) negligence, bad 
faith or willful misconduct on its part in the performance of such obligations  
or (iii) any failure by a Servicer (as defined in Section 11.02(b)) to identify 
a Servicing Function Participant pursuant to Section 11.02(c).                  

    If the indemnification provided for herein is unavailable or
insufficient to hold harmless any Certification Party, then the Master Servicer,
the Special Servicer, the Trustee or the Paying Agent (the "Performing Party")  
shall 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      
Sections 11.06, 11.09, 11.10 or 11.11 (or breach of its 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 the Performing Party's negligence, bad faith or willful 
misconduct in connection therewith. The Master Servicer, the Special Servicer,  
the Trustee and the Paying Agent shall (i) with respect to any Initial          
Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Paying
Agent that is a Servicing Function Participant or Additional Servicer, use      
commercially reasonable efforts to cause such party to and (ii) with respect to 
each other Additional Servicer or Servicing Function Participant, in each case, 
with which it has entered into a servicing relationship with respect to the     
Mortgage Loans cause such party to agree to the foregoing indemnification and   
contribution obligations. This Section 11.12 shall survive the termination of   
this Agreement or the earlier resignation or removal of the Master Servicer, the
Special Servicer, the Trustee or the Paying Agent.                              

       Section 11.13 Amendments. This Article XI may be amended by the
parties hereto pursuant to Section 12.01 for purposes of complying with         
Regulation AB and/or to conform to standards developed within the commercial    
mortgage-backed securities market and the Sarbanes-Oxley Act without any        
Opinions of Counsel, Officer's Certificates, Rating Agency confirmation with    
respect to the Certificates or the Serviced Companion Loan Securities or the    
consent of any Certificateholder, notwithstanding anything to the contrary      
contained in this Agreement; provided that the reports and certificates required
to be prepared pursuant to Sections 11.09, 11.10 and 11.11 shall not be         
eliminated without Rating Agency confirmation with respect to the Certificates  
or the Serviced Companion Loan Securities.                                      

      Section 11.14 Regulation AB Notices. Any notice required to be
delivered by any of the Master Servicer, the Special Servicer, the Paying Agent 
or the Trustee, as the case may be, to the Depositor pursuant to this Article XI
may be delivered via email (and additionally delivered via phone or telecopy),  
notwithstanding the provisions of Section 12.05, to J.P. Morgan Chase Commercial
Mortgage Securities Corp., 270 Park Avenue, New York, New York 10017, Attention:
Emanuel Chrysoulakis, telecopy number: (212) 834-6593, telephone number: (212)  
834-5491 and email: emanuel.a.chrysoulakis@jpmchase.com, with a copy to Bianca  
Russo, Vice President and Secretary, J.P. Morgan Chase Commercial Mortgage      
Securities Corp., 270 Park Avenue, 40th Floor, New York, New York 10017,        
telecopy number: (212) 270-7473, telephone number: (212) 270-5918 and email:    
Russo_bianca@jpmorgan.com.                                                      

           Section 11.15 Certain Matters Relating to the Future Securitization
of the Serviced Companion Loans. (a) Each of the Trustee, the Paying Agent, the 
Master Servicer and the Special Servicer shall, and the Master Servicer and the 
Special Servicer will use commercially reasonable efforts to cause any          
sub-servicer appointed with respect to any Serviced Companion Loan to, upon     
request or notice from a Mortgage Loan Seller (or a permitted transferee of such
Mortgage Loan Seller pursuant to the related Intercreditor Agreement), cooperate
with the Mortgage Loan Seller (or such permitted transferee) selling any        
Serviced Companion Loan into a securitization that is required to comply with   
Regulation AB (a "Regulation AB Companion Loan Securitization") and, to the     
extent needed in order to comply with Regulation AB, provide to the Mortgage    
Loan Seller (or such permitted transferee) information about itself that such   
Mortgage Loan Seller reasonably requires to meet the requirements of Items 1117 
and 1119 and paragraphs (b), (c)(3), (c)(4) and (c)(5) of Item 1108 of          
Regulation AB and shall cooperate with such Mortgage Loan Seller to provide such
other information as may be necessary to comply with the requirements of        
Regulation AB. Each of the Trustee, the Paying Agent, the Master Servicer and   
the Special Servicer understands that such information may be included in the   
offering material related to a Regulation AB Companion Loan Securitization and  
agrees to negotiate in good faith an agreement (subject to the final sentence of
this sub-section) to indemnify and hold the related depositor and underwriters  
involved in the offering of the related Certificates harmless for any costs,    
liabilities, fees and expenses incurred by the depositor or such underwriters as
a result of any material misstatements or omissions in any such offering        
material to the extent that such material misstatement or omission was made in  
reliance upon any such information provided by the Trustee and the Paying Agent 
(where such information pertains to Wells Fargo Bank, N.A. individually and not 
to any specific aspect of the Paying Agent's duties or obligations under this   
Agreement), the Master Servicer (where such information pertains to Capmark     
Finance Inc. individually and not to any specific aspect of such Master         
Servicer's duties or obligations under this Agreement) and the Special Servicer 
(where such information pertains to Midland Loan Services, Inc. individually and
not to any specific aspect of the Special Servicer's duties or obligations under
this Agreement), as applicable, to such depositor, underwriters or Mortgage Loan
Seller (or permitted transferee) as required by this clause (a). Notwithstanding
the foregoing, to the extent that the information provided by the Trustee, the  
Paying Agent, the Master Servicer or the Special Servicer, as applicable, for   
inclusion in the offering materials related to such Regulation AB Companion Loan
Securitization is substantially and materially similar to the information       
provided by such party with respect to the offering materials related to this   
transaction, subject to any required changes due to any amendments to Regulation
AB or any changes in the interpretation of Regulation AB, such party shall be   
deemed to be in compliance with this Section 11.15(a). Any indemnification      
agreement executed by the Trustee, Paying Agent, Master Servicer or Special     
Servicer in connection with the Regulation AB Companion Loan Securitization     
shall be substantially similar to the related indemnification agreement executed
in connection with this Agreement. It shall be a condition precedent to any     
party's obligations otherwise set forth above that the applicable Mortgage Loan 
Seller (or permitted transferee) shall have (a) provided reasonable advance     
notice (and, in any event, not less than 10 Business Days) of the exercise of   
its rights hereunder and (b) paid, or entered into reasonable agreement to cause
to be paid, the reasonable out-of-pocket expenses (including reasonable fees and
expenses of counsel) incurred by such party in reviewing and/or causing the     
delivery of any disclosure, opinion of counsel or indemnification agreement.    

          (b) Each of the Trustee, the Paying Agent, the Master Servicer and
the Special Servicer shall, and the Master Servicer and the Special Servicer    
will use commercially reasonable efforts to cause any sub-servicer appointed    
with respect to a Serviced Securitized Companion Loan to, upon request or notice
from such parties (which request or notice may be given once at the closing of  
such Regulation AB Companion Loan Securitization instead of each time a filing  
is required), cooperate with the depositor, trustee, certificate administrator  
and master servicer for any Regulation AB Companion Loan Securitization in      
preparing each Form 10-D and Form 10-K required to be filed by such Regulation  
AB Companion Loan Securitization (until March 31 of the first year in which the 
trustee or other applicable party for such Regulation AB Companion Loan         
Securitization files a Form 15 Suspension Notice with respect to the related    
trust) and shall provide to such depositor, trustee, certificate administrator  
and master servicer within the time period set forth in the Other Pooling and   
Servicing Agreement applicable to parties thereunder (so long as such time      
period is no earlier than the time periods set forth herein) for such Regulation
AB Companion Loan Securitization such information relating to a Serviced        
Securitized Companion Loan and itself as may be necessary for the depositor,    
trustee, certificate administrator and master servicer of the Regulation AB     
Companion Loan Securitization to comply with the reporting requirements of      
Regulation AB and the Exchange Act; provided, however, that any parties to any  
Regulation AB Companion Loan Securitization shall consult with the Trustee, the 
Paying Agent, the Master Servicer and the Special Servicer (and Master Servicer 
shall consult with any sub-servicer appointed with respect to the related       
Serviced Whole Loan), and the Trustee, the Paying Agent, such Master Servicer   
and the Special Servicer shall cooperate with such parties in respect of        
establishing the time periods for preparation of the Form 10-D reports in the   
documentation for such Regulation AB Companion Loan Securitization.             
Notwithstanding the foregoing, to the extent the Trustee, the Paying Agent, the 
Master Servicer or the Special Servicer, as the case may be, complies in all    
material respects with the timing, reporting and attestation requirements       
imposed on such party in Article XI of this Agreement (other than this Section  
11.15) with respect to the comparable timing, reporting and attestation         
requirements contemplated in this Section 11.15(b) with respect to such         
Regulation AB Companion Loan Securitization, such party shall be deemed to be in
compliance with the provisions of this Section 11.15(b).                        

          (c) Each of the Trustee, the Paying Agent, the Master Servicer and
the Special Servicer shall, and the Master Servicer and the Special Servicer    
will use commercially reasonable efforts to cause any sub-servicer appointed    
with respect to a Serviced Securitized Companion Loan to, upon request or notice
from such trustee or certificate administrator (which request or notice may be  
given once at the closing of such Regulation AB Companion Loan Securitization   
instead of each time a filing is required), provide the trustee or certificate  
administrator, as applicable, under a Regulation AB Companion Loan              
Securitization (until January 30 of the first year in which the trustee or      
certificate administrator, as applicable, for such Regulation AB Companion Loan 
Securitization files a Form 15 Suspension Notice with respect to the related    
trust) information with respect to any event that is required to be disclosed   
under Form 8-K with respect to a Serviced Securitized Companion Loan or itself  
within two Business Days after the occurrence of such event of which it has     
knowledge.                                                                      

           (d) On or before March 15 of each year (or March 14 if a leap year)
during which a Regulation AB Companion Loan Securitization is required to file  
an annual report on Form 10-K (and not in respect of any year in which such     
Regulation AB Companion Loan Securitization is not required to file an annual   
report on Form 10-K because a Form 15 Suspension Notice with respect to the     
related trust was filed), each of the Trustee, the Master Servicer and the      
Special Servicer shall, and the Master Servicer and the Special Servicer will   
use commercially reasonable efforts to cause any sub-servicer appointed with    
respect to a Serviced Securitized Companion Loan to, upon request or notice from
such trustee or certificate administrator (which request or notice may be given 
once at the closing of such Regulation AB Companion Loan Securitization instead 
of each time a filing is required), provide, with respect to itself, to the     
trustee or certificate administrator, as applicable, under such Regulation AB   
Companion Loan Securitization, to the extent required pursuant to Item 1122 of  
Regulation AB, (i) a report on an assessment of compliance with the servicing   
criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) 
a registered accounting firm's attestation report on such Person's assessment of
compliance with the applicable servicing criteria to the extent required        
pursuant to Item 1122(b) of Regulation AB and (iii) such other information as   
may be required pursuant to Item 1122(c) of Regulation AB.                      

           (e) On or before March 15 of each year (or March 14 if a leap year)
during which a Regulation AB Companion Loan Securitization is required to file  
an annual report on Form 10-K (and not in respect of any year in which such     
Regulation AB Companion Loan Securitization is not required to file an annual   
report on Form 10-K because a Form 15 Suspension Notice with respect to the     
related trust was filed), each of the Trustee, the Paying Agent, the Master     
Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer will use commercially reasonable efforts to cause any sub-servicer     
appointed with respect to a Serviced Securitized Companion Loan to, to the      
extent required pursuant to Item 1123 of Regulation AB, deliver, with respect to
itself, to the trustee or certificate administrator under the such Regulation AB
Companion Loan Securitization, upon request or notice from such trustee (which  
request or notice may be given once at the closing of such Regulation AB        
Companion Loan Securitization instead of each time a filing is required), under 
such Regulation AB Companion Loan Securitization a servicer compliance statement
signed by an authorized officer of such Person that satisfies the requirements  
of Item 1123 of Regulation AB.                                                  

          (f) Each of the Trustee, the Paying Agent, the Master Servicer and
the Special Servicer shall (severally but not jointly) indemnify (such indemnity
limited to each such party's respective failure described below) and hold the   
related Mortgage Loan Seller (or permitted transferee), depositor, sponsor(s),  
trustee, certificate administrator or master servicer under a Regulation AB     
Companion Loan Securitization harmless for any costs, liabilities, fees and     
expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, 
certificate administrator or master servicer as a result of any failure by the  
Trustee, the Paying Agent, the Master Servicer and the Special Servicer, as     
applicable, to comply with the reporting requirements to the extent applicable  
set forth under Sections 11.15(b), (c), (d) or (e) above.                       

    Any subservicing agreement related to a Serviced Securitized
Companion Loan shall contain a provision requiring the related Sub-Servicer to  
provide to the Master Servicer or Special Servicer, as applicable, information, 
reports, statements and certificates with respect to itself and such Serviced   
Securitized Companion Loan comparable to any information, reports, statements or
certificates required to be provided by the Master Servicer or Special Servicer 
pursuant to this Section 11.15, even if such Sub-Servicer is not otherwise      
required to provide such information, reports or certificates to any Person in  
order to comply with Regulation AB. Such information, reports or certificates   
shall be provided to the Master Servicer or Special Servicer, as applicable, no 
later than two Business Days prior to the date on which such Master Servicer or 
Special Servicer, as applicable, is required to deliver its comparable          
information, reports, statements or certificates pursuant to this Section 11.15.

           Section 11.16 Certain Matters Regarding Significant Obligors. It is
hereby acknowledged that the borrower under Mortgage Loan No. 1 identified as   
the American Cancer Society Plaza Loan on the Mortgage Loan Schedule is a       
significant obligor, and, accordingly, Item 6 of Form 10-D and Item 1112(b) of  
Form 10-K provide for the inclusion of updated net operating income of the      
related borrower, as required by Item 1112(b) of Regulation AB, on each Form    
10-D to be filed by the Trust with respect to a Distribution Date immediately   
following the date in which each financial statement of the significant obligor 
is required to be delivered to the lender under the related Mortgage Loan       
documents (which, for the avoidance of doubt, is seventy-five (75) days         
following the end of each fiscal year, and thirty (30) days following the end of
each fiscal quarter, as applicable, as set forth in the related loan agreement),
or on each Form 10-K filed by the Trust, as applicable. Upon receipt of the     
updated net operating income information, the Master Servicer shall update the  
following columns of the CMSA Loan Periodic Update File for the applicable      
Distribution Date: BB, BP, BT and BU (corresponding fields 54, 68, 72-and 73).  

        In the event that the Master Servicer does not receive financial
information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b) of  
Form 10-K, as the case may be, of the significant obligor from the related      
borrower within two (2) Business Days after the date such financial information 
is required to be delivered under the related Mortgage Loan documents, the      
Master Servicer shall notify the Depositor that it has not received them. The   
Master Servicer shall use efforts consistent with the Servicing Standard (taking
into account, in addition, the ongoing reporting obligations of the Depositor   
under the Exchange Act, but in no event requiring the Master Servicer to        
initiate litigation) to continue to attempt to obtain such financial information
from the Borrower. The Master Servicer shall retain written evidence of each    
instance in which it attempts to contact the Borrower to obtain the required    
financial information and is unsuccessful and, within five Business Days prior  
to the date in which a Form 10-D or Form 10-K, as applicable, is required to be 
filed by the Trust, shall forward an Officer's Certificate evidencing its       
attempts to obtain this information to the Trustee and the Depositor. This      
Officer's Certificate should be addressed to the Trustee as follows: Wells Fargo
Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: SEC   
Reporting Group, or e-mailed to cts.sec.notifications@wellsfargo.com, and to the
Depositor as required by Section 11.14.                                         

          If the Trustee has not received financial information satisfactory
to comply with Item 6 of Form 10-D or Item 1112(b) of Form 10-K, as the case may
be, it shall include the following statement with respect to Item 6 on the      
related Form 10-D or Item 1112(b) on the related Form 10-K: "The information    
required for this [Item 6] [Item 1112(b)] rests with a person or entity which is
not affiliated with the registrant. Oral and written requests have been made on 
behalf of the registrant, to the extent required under the related pooling and  
servicing agreement, to obtain the information required for this [Item 6] [Item 
1112 (b)], and the registrant has been unable to obtain such information to     
include on this [Form 10-D] [Form 10-K] by the related filing deadline. The     
information is therefore being omitted herefrom in reliance on Rule 12b-21 under
the Securities Exchange Act of 1934, as amended" or such other statement as     
shall be required by the Depositor.                                             

        Notwithstanding anything contained in this Section 11.16, in the
event that the Paying Agent files a Form 15 Suspension Notification pursuant to 
Section 11.08 of this Agreement and so long as the Trust is not subject to the  
reporting requirements of the Exchange Act, the Master Servicer shall not be    
required to fulfill its obligations under this Section 11.16.                   

 [End of Article XI]

 ARTICLE XII

MISCELLANEOUS PROVISIONS

            Section 12.01 Amendment. (a) This Agreement may be amended from time
to time by the parties hereto, without the consent of any of the                
Certificateholders or the Companion Holders:                                    

           (i) to cure any ambiguity to the extent that it does not materially
and adversely affect any Certificateholder or Companion Holder;     

       (ii) to cause the provisions in this Agreement to conform or be
      consistent with or in furtherance of the statements made in the Prospectus
with respect to the Certificates, the Trust or this Agreement or to 
      correct or supplement any of its provisions which may be inconsistent with
  any other provisions therein or to correct any error to the extent, in
   each case, it does not materially and adversely affect the interests of
any Certificateholder or Companion Holder;                          

          (iii) to modify, eliminate or add to any of its provisions to such
   extent as shall be necessary to maintain the qualification of the Trust
     Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
    at all times that any Certificate is outstanding or to avoid or minimize
    the risk of the imposition of any tax on the Trust Fund or either of the
    Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would
      be a claim against the Trust Fund or either of the Lower-Tier REMIC or the
  Upper-Tier REMIC, provided that the Trustee has received an Opinion of
  Counsel (at the expense of the party requesting such amendment) to the
  effect that (a) such action is necessary or desirable to maintain such
   qualification or to avoid or minimize the risk of the imposition of any
  such tax and (b) such action will not adversely affect in any material
   respect the interests of any Certificateholder or any Companion Holder;

    (iv) to change the timing and/or nature of deposits into the
   Certificate Account, any Distribution Accounts or REO Account, provided
      that (a) the P&I Advance Date shall in no event be later than the Business
     Day prior to the related Distribution Date, (b) such change shall not, as
      evidenced by an Opinion of Counsel (at the expense of the party requesting
      such amendment or at the expense of the Trust Fund if the requesting party
 is the Trustee or the Paying Agent), adversely affect in any material
      respect the interests of any Certificateholder or any Companion Holder and
(c) such change shall not result in the withdrawal, downgrade or    
qualification of the then-current rating assigned to any Class of   
    Certificates or class of Serviced Companion Loan Securities as evidenced
by a letter from each Rating Agency to such effect;                 

            (v) to modify, eliminate or add to the provisions of Section 5.02(c)
or any other provision hereof restricting transfer of the Residual  
 Certificates by virtue of their being the REMIC "residual interests,"
provided that such change shall not, as evidenced by an Opinion of  
     Counsel, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC
      or any of the Certificateholders (other than the Transferor) to be subject
    to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Non-U.S. Person;                                  

    (vi) to make any other provisions with respect to matters or
questions arising under this Agreement which shall not be materially
  inconsistent with the provisions of this Agreement, provided that such
  action shall not, (x) as evidenced by an Opinion of Counsel, adversely
    affect in any material respect the interests of any Certificateholder or
    Companion Holder not consenting thereto and (y) result in the downgrade,
  withdrawal or qualification of the then-current rating assigned to any
   Class of Certificates, as evidenced by a letter from each Rating Agency
     and, in the case of a Serviced Companion Loan, a Rating Agency rating any
    class of the related Serviced Companion Loan Securities, to such effect;

       (vii) to amend or supplement any provision hereof to the extent
 necessary to maintain the rating or ratings assigned to each Class of
Certificates by each Rating Agency, and, in the case of a Serviced  
    Companion Loan, a Rating Agency rating any class of the related Serviced
     Companion Loan Securities, to such effect provided that such change shall
not result in the downgrade, withdrawal or qualification of the     
 then-current rating assigned to any Class of Certificates or class of
  Serviced Companion Loan Securities, as evidenced by a letter from each
Rating Agency to such effect; and                                   

       (viii) to modify the provisions of Sections 3.05 and 3.19 (with
   respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
 Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the
     Trustee and the Directing Certificateholder determine that the commercial
mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such    
     modification does not adversely affect the status of the Upper-Tier REMIC
     or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion of Counsel
   and (c) each Rating Agency has delivered written confirmation that such
modification would not result in the downgrade, withdrawal or       
qualification of any of the then current ratings of any Class of    
Certificates or class of Serviced Companion Loan Securities;        

provided that no such amendment (A) changes in any manner the obligations of any
Mortgage Loan Seller under a Mortgage Loan Purchase Agreement without the       
consent of such Mortgage Loan Seller or (B) materially and adversely affects the
holders of a Companion Loan without such Companion Holder's consent; and        
provided, further, that such amendment shall not significantly change the       
activities of the Trust (insofar as such change would adversely affect the      
status of the Trust as a "qualifying special purpose entity" under FASB 140).   

       (b) This Agreement may also be amended from time to time by the
parties hereto with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66(2)/3% of the Percentage Interests of each Class of   
Certificates affected thereby 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 of Certificates of such    
Class; provided, however, that no such amendment shall:                         

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities, amend the Servicing Standards.                     

         (vi) significantly change the activities of the Trust (insofar as
such changes would adversely affect the status of the Trust as a    
      "qualifying special purpose entity" under FASB 140) without the consent of
the Holders of Certificates entitled to not less than 51% of all the
    Voting Rights (without regard to Certificates held by the Depositor, any
    Mortgage Loan Seller or any Affiliates and/or agents of the Depositor or
any Mortgage Loan Seller).                                          

          (c) Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment hereto without having first received an    
Opinion of Counsel (at the Trust Fund's expense) to the effect that such        
amendment is permitted hereunder and that such amendment or the exercise of any 
power granted to the Master Servicer, the Depositor, the Special Servicer, the  
Trustee, the Paying Agent or any other specified person in accordance with such 
amendment will not result in the imposition of a tax on any portion of the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC
or the Upper-Tier REMIC to fail to qualify as a REMIC.                          

          (d) Promptly after the execution of any such amendment, the Paying
Agent shall furnish a statement describing the amendment to each                
Certificateholder and each Serviced Companion Noteholder and the Trustee and    
shall furnish a copy of such amendment to each Rating Agency and any Rating     
Agency rating any Serviced Companion Loan Securities.                           

           (e) It shall not be necessary for the consent of Certificateholders
under this Section 12.01 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 Certificateholders shall be subject to
such reasonable regulations as the Paying Agent may prescribe.                  

          (f) The Trustee shall not be obligated to enter into any amendment
pursuant to this Section that affects its rights, duties and immunities under   
this Agreement or otherwise.                                                    

          (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 12.01(a) or (c) shall be borne by the Person seeking the related        
amendment, except that if the Master Servicer or the Trustee requests any       
amendment of this Agreement in furtherance of the rights and interests of       
Certificateholders, the cost of any Opinion of Counsel required in connection   
therewith pursuant to Section 12.01(a) or (c) shall be payable out of the       
Certificate Account.                                                            

           (h) The Servicing Standards shall not be amended unless each Rating
Agency provides a written confirmation that such amendment would not cause a    
downgrading, qualification or withdrawal of the then current ratings assigned to
any of the Certificates or any class of Serviced Companion Loan Securities.     

(i) [Reserved]                                          

        (j) Notwithstanding any other provision of this Agreement (other
than the next succeeding sentence), for purposes of the giving or withholding of
consents pursuant to this Section 12.01, Certificates registered in the name of 
the Depositor or any Affiliate of the Depositor shall be entitled to the same   
Voting Rights with respect to matters described above as they would if any other
Person held such Certificates, so long as neither the Depositor nor any of its  
Affiliates is performing servicing duties with respect to any of the Mortgage   
Loans. Any amendment contemplated by this Section 12.01 that adversely affects  
the status of the Trust Fund as a "qualifying special purpose entity" under FASB
140 shall require consent of the Holders of Certificates entitled to at least   
51% of the Voting Rights (without regard to Certificates held by the Depositor, 
any Affiliate and/or agents of the Depositor, any Mortgage Loan Seller or any   
Affiliate and/or agents of any Mortgage Loan Seller).                           

        Section 12.02 Recordation of Agreement; Counterparts. (a) To the
extent permitted by applicable law, 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 to be effected by the Trustee at the expense of  
the Depositor on direction by the Special Servicer and with the consent of the  
Depositor (which may not be unreasonably withheld), but only upon direction     
accompanied by an Opinion of Counsel (the cost of which shall be paid by the    
Depositor) to the effect that such recordation materially and beneficially      
affects the interests of the Certificateholders.                                

   (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be      
executed simultaneously in any number of counterparts, each of which            
counterparts shall be deemed to be an original, and such counterparts shall     
constitute but one and the same instrument.                                     

         (c) The Trustee shall make any filings required under the laws of
the state of its place of business required solely by virtue of the fact of the 
location of the Trustee's place of business, the costs of which, if any, to be  
at the Trustee's expense.                                                       

         Section 12.03 Limitation on Rights of Certificateholders. (a) The
death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal         
representatives or heirs to claim an accounting or to take any action or        
proceeding in any court for a partition or winding up of the Trust Fund, nor    
otherwise affect the rights, obligations and liabilities of the parties hereto  
or any of them.                                                                 

        (b) No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation 
and management of the Trust Fund, 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 party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.                                

      (c) No Certificateholder shall have any right by virtue 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 or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or   
with respect to this Agreement, such Holder previously shall have given to the  
Trustee and the Paying Agent a written notice of default hereunder, and of the  
continuance thereof, as herein before provided, and unless also (except in the  
case of a default by the Trustee) the Holders of Certificates of any Class      
evidencing not less than 25% of the related Percentage Interests in such Class  
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 costs, expenses 
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days 
after its receipt of such notice, request and offer of indemnity, shall have    
neglected or refused to institute any such action, suit or proceeding. The      
Trustee shall be under no obligation to exercise any of the trusts or powers    
vested in it hereunder or to institute, conduct or defend any litigation        
hereunder or in relation hereto at the request, order or direction of any of the
Holders of Certificates unless such Holders have offered to the Trustee         
reasonable security against the costs, expenses and liabilities which may be    
incurred therein or hereby. It is understood and intended, and 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 whatsoever by virtue 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, which priority or preference is not otherwise provided for   
herein, or to enforce any right under this Agreement, except in the manner      
herein provided and for the equal, ratable and common benefit of all            
Certificateholders. For the protection and enforcement of the provisions of this
Section 12.03(c), each and every Certificateholder and the Trustee shall be     
entitled to such relief as can be given either at law or in equity.             

        Section 12.04 Governing Law. This Agreement and the Certificates
shall be construed in accordance with the internal laws of the State of New York
applicable to agreements made and to be performed in said State, and the        
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.                                                      

           Section 12.05 Notices. Any communications provided for or permitted
hereunder shall be in writing and, unless otherwise expressly provided herein,  
shall be deemed to have been duly given if personally delivered at or couriered,
sent by facsimile transmission or mailed by registered mail, postage prepaid    
(except for notices to a Mortgage Loan Seller, the Master Servicer and the      
Trustee which shall be deemed to have been duly given only when received), to:  
(i) in the case of the Depositor, J.P. Morgan Chase Commercial Mortgage         
Securities Corp., 270 Park Avenue, 10th Floor, New York, New York 10017,        
Attention: Emanuel Chrysoulakis, with a copy to J.P. Morgan Chase Commercial    
Mortgage Securities Corp., 270 Park Avenue, 10th Floor, New York, New York      
10017, Attention: Bianca A. Russo, Managing Director and Associate General      
Counsel, telecopy number: (212) 270-7473; (ii) in the case of the Master        
Servicer, Capmark Finance Inc., 116 Welsh Road, Horsham, Pennsylvania 19044,    
Attention: Managing Director Global Services; telecopy number: (215) 328-3478;  
(iii) in the case of the Special Servicer, Midland Loan Services, Inc., 10851   
Mastin Street, Suite 300, Overland Park, Kansas 66210, Attention: President;    
telecopy number: (913) 253-9001; (iv) in the case of the Directing              
Certificateholder, Anthracite Capital, Inc., 345 Park Avenue, 30th Floor, New   
York, NY 10154, Attention: Richard Shea, telecopy number: (212) 754-8758; (v) in
the case of the Trustee and the Paying Agent, Wells Fargo Bank, N.A., 9062 Old  
Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust       
(CMBS), J.P. Morgan Chase Commercial Mortgage Securities Trust Series 2007-C1,  
telecopy number: (410) 715-2380; (vi) in the case of the Rating Agencies, (a)   
S&P Ratings Services, 55 Water Street, New York, New York 10041-0003, Attention:
CMBS Surveillance Group, telecopy number: (212) 438-2662; and (b) Moody's       
Investors Services, Inc., 99 Church Street, 4th Floor, New York, New York 10041,
Attention: Commercial Mortgage Surveillance Group, telecopy number: (212)       
553-0300; (vii) in the case of the Mortgage Loan Sellers, (a) JPMorgan Chase    
Bank, National Association, 270 Park Avenue, 10th Floor, Attention: Emanuel     
Chrysoulakis; and (b) Natixis Real Estate Capital, Inc., 9 West 57th Avenue, New
York, New York, Attention: Albert Zakes, fax number: (212) 891-1922; (viii) in  
the case of any Companion Holder or any mezzanine lender, the address set forth 
in the related Intercreditor Agreement; or, as to each such Person, such other  
address as may hereafter be furnished by such Person to the parties hereto in   
writing. Any communication required or permitted to be delivered to a           
Certificateholder shall be deemed to have been duly given when mailed first     
class, postage prepaid, to 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 Certificateholder receives such notice.                                     

           Section 12.06 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 12.07 Grant of a Security Interest. The Depositor intends
that the conveyance of the Depositor's right, title and interest in and to the  
Mortgage Loans pursuant to this Agreement shall constitute a sale and not a     
pledge of security for a loan. If such conveyance is deemed to be a pledge of   
security for a loan, however, the Depositor intends that the rights and         
obligations of the parties to such loan shall be established pursuant to the    
terms of this Agreement. The Depositor also intends and agrees that, in such    
event, (i) the Depositor shall be deemed to have granted to the Trustee (in such
capacity) a first priority security interest in the Depositor's entire right,   
title and interest in and to the assets comprising the Trust Fund, including    
without limitation, the Mortgage Loans, all principal and interest received or  
receivable with respect to the Mortgage Loans (other than principal and interest
payments due and payable prior to the Cut-off Date and Principal Prepayments    
received prior to the Cut-off Date), all amounts held from time to time in the  
Certificate Account, the Distribution Accounts, the Gain-on-Sale Reserve        
Account, the Interest Reserve Account and, if established, the REO Account, and 
all reinvestment earnings on such amounts, and all of the Depositor's right,    
title and interest in and to the proceeds of any title, hazard or other         
Insurance Policies related to such Mortgage Loans and (ii) this Agreement shall 
constitute a security agreement under applicable law. This Section 12.07 shall  
constitute notice to the Trustee pursuant to any of the requirements of the     
applicable UCC.                                                                 

            Section 12.08 Successors and Assigns; Third Party Beneficiaries. (a)
The provisions of this Agreement shall be binding upon and inure to the benefit 
of the respective successors and assigns of the parties hereto, and all such    
provisions shall inure to the benefit of the Certificateholders. Each Mortgage  
Loan Seller, each Companion Holder (and their agents) and each depositor of a   
Regulation AB Companion Loan is an intended third-party beneficiary to this     
Agreement in respect of the respective rights afforded it hereunder. No other   
person, including, without limitation, any Mortgagor, shall be entitled to any  
benefit or equitable right, remedy or claim under this Agreement.               

 (b) Each of the Serviced Companion Noteholders shall be a
third-party beneficiary to this Agreement in respect to the rights afforded it  
hereunder. Each of the Other Servicers and Other Trustees shall be a third-party
beneficiary to this Agreement in respect to all provisions herein expressly     
relating to compensation, reimbursement or indemnification of such Other        
Servicer and Other Trustee, and any provisions regarding reimbursement or       
advances or interest thereon to such Other Servicer or Other Trustee.           

            (c) Each of the applicable Non-Serviced Trustee, Non-Serviced Master
Servicer and Non-Serviced Special Servicer in respect to a Non-Serviced         
Companion Loan shall be a third-party beneficiary to this Agreement in respect  
to its rights as specifically provided for herein and under the applicable      
Non-Serviced Intercreditor Agreement.                                           

           Section 12.09 Article and Section Headings. The article and section
headings herein are for convenience of reference only, and shall not limit or   
otherwise affect the meaning hereof.                                            

           Section 12.10 Notices to the Rating Agencies. (a) The Trustee shall
use reasonable efforts promptly to provide notice to each Rating Agency (and any
Rating Agency for any class of Serviced Companion Loan Securities to the extent 
applicable to the Serviced Whole Loan) with respect to each of the following of 
which it has actual knowledge:                                                  

(i) any material change or amendment to this Agreement; 

            (ii) the occurrence of any Event of Default that has not been cured;

            (iii) the resignation or termination of the Paying Agent, the Master
Servicer or the Special Servicer; and                               

           (iv) the repurchase or substitution of Mortgage Loans by a Mortgage
   Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase
Agreement.                                                          

        (b) The Master Servicer shall use reasonable efforts promptly to
provide notice to each Rating Agency with respect to each of the following of   
which it has actual knowledge:                                                  

(i) the resignation or removal of the Trustee;          

   (ii) any change in the location of the Certificate Account;

         (iii) any event that would result in the voluntary or involuntary
termination of any insurance of the accounts of the Trustee;        

      (iv) any change in the lien priority of any Mortgage Loan with
   respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;                                          

          (v) any additional lease to an anchor tenant or termination of any
    existing lease to an anchor tenant at retail properties for any Mortgage
     Loan with a Stated Principal Balance that is equal to or greater than the
     lesser of (1) an amount greater than 5% of the then aggregate outstanding
principal balances of the Mortgage Loans or (2) $35,000,000;        

(vi) any material damage to any Mortgaged Property;     

 (vii) any assumption with respect to a Mortgage Loan; and

     (viii) any release or substitution of any Mortgaged Property.

     (c) Upon written request, each of the Master Servicer and the
Special Servicer shall promptly furnish to each Rating Agency (and any Rating   
Agency for any class of Serviced Companion Loan Securities to the extent        
applicable to the Serviced Whole Loan) copies of inspection reports and other   
items delivered to each of the Master Servicer and Special Servicer pursuant to 
Sections 3.12(a) and 3.12(b).                                                   

        (d) The Paying Agent shall promptly furnish notice to the Rating
Agencies of (i) any change in the location of the Distribution Accounts and (ii)
the final payment to any Class of Certificateholders.                           

      (e) The Trustee, the Paying Agent, the Master Servicer and the
Special Servicer, as applicable, shall furnish to each Rating Agency (and any   
Rating Agency for any class of Serviced Companion Loan Securities to the extent 
applicable to the Serviced Whole Loan) with respect to each Mortgage Loan such  
information as the Rating Agency shall reasonably request and which the Trustee,
the Paying Agent, the Master Servicer or Special Servicer, can reasonably       
provide in accordance with applicable law and without waiving any               
attorney-client privilege relating to such information or violating the terms of
this Agreement or any Mortgage Loan documents. The Trustee, the Master Servicer 
and Special Servicer, as applicable, may include any reasonable disclaimer it   
deems appropriate with respect to such information. Notwithstanding anything to 
the contrary herein, nothing in this Section 12.10 shall require a party to     
provide duplicative notices or copies to the Rating Agencies with respect to any
of the above listed items.                                                      

[End of Article XII]

 [SIGNATURES COMMENCE ON FOLLOWING PAGE]

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            IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each   
case as of the day and year first above written.                                

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

                           By: /s/Emanuel Chrysoulakis
                                            ------------------------------------
                                  Name: Emanuel Chrysoulakis
                             Title: Vice President

                     CAPMARK FINANCE INC.,
                       Master Servicer

                          By: /s/ Jillian M. Brittin
                                            ------------------------------------
                                Name: Jillian M. Brittin
                             Title: Vice President

                            MIDLAND LOAN SERVICES, INC.,
                        Special Servicer

                          By: /s/ Lawrence D. Ashley
                                            ------------------------------------
                                Name: Lawrence D. Ashley
                                    Title: Senior Vice President

                                  WELLS FARGO BANK, N.A., not in its
                                          individual capacity, but solely as
                                Trustee and Paying Agent

                     By: /s/ Amy Mofsenson
                                            ------------------------------------
                           Name: Amy Mofsenson
                             Title: Vice President

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STATE OF NEW YORK )                                                             
)   ss.:                                    
COUNTY OF NEW YORK)                                                             

            On the 20th day of December, 2007, before me, a notary public in and
for said State, personally appeared Emanuel Chrysoulakis known to me to be a    
Vice President of J.P. Morgan Chase Commercial Mortgage Securities Corp., that  
executed the within instrument, and also known to me to be the person who       
executed it on behalf of such corporation, and acknowledged to me that such     
corporation 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.         

                 Lily H. Lee
                     ---------------------
                     Notary Public

[SEAL]                      

My commission expires:                                                          

June 13, 2010                                                                   

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STATE OF PENNSYLVANIA)                                                          
)  ss.:                               
COUNTY OF MONTGOMERY )                                                          

            On the 18th day of December, 2007, before me, a notary public in and
for said State, personally appeared Jillian Brittin known to me to be a Vice    
President of Capmark Finance Inc., that executed the within instrument, and also
known to me to be the person who executed it on behalf of such corporation, and 
acknowledged to me that such corporation 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.         

                             Catherine M. Millsbaugh
                            ----------------------------
                             Notary Public

[SEAL]                      

My commission expires:                                                          

January 1, 2008                                                                 

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STATE OF KANSAS    )                                                            
)  ss.:                                   
COUNTY OF JOHNSON  )                                                            

            On the 17th day of December, 2007, before me, a notary public in and
for said State, personally appeared Lawrence D. Ashley known to me to be a      
Senior Vice President of Midland Loan Services, Inc., that executed the within  
instrument, and also known to me to be the person who executed it on behalf of  
such corporation, and acknowledged to me that such corporation 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.         

              Brent Kinder
               ---------------
               Notary Public

[SEAL]                      

My commission expires:                                                          

January 30, 2010                                                                

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STATE OF NEW YORK )                                                             
)  ss.:                                     
COUNTY OF NEW YORK)                                                             

            On the 20th day of December, 2007, before me, a notary public in and
for said State, personally appeared Amy Mofsenson known to me to be a Vice      
President of Wells Fargo Bank, N.A., that executed the within instrument, and   
also known to me to be the person who executed it on behalf of such national    
banking association, and acknowledged to me that such national banking          
association 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.         

                 Janet M. Jolley
                  ------------------
                 Notary Public

[SEAL]                      

My commission expires:                                                          

January 3, 2009                                                                 

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 EXHIBIT A-1

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS A-1

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE  
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS    
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. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.                                                                        

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

PASS-THROUGH RATE:  4.98000%,           MASTER SERVICER:  CAPMARK FINANCE INC.  

DENOMINATION:  $31,999,000              SPECIAL SERVICER:  MIDLAND LOAN         
                                                    SERVICES, INC.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007     TRUSTEE:  WELLS FARGO BANK, N.A.        

CUT-OFF DATE:  AS SET FORTH IN THE      PAYING AGENT:  WELLS FARGO BANK, N.A.   
POOLING AND SERVICING AGREEMENT (AS                                             
DEFINED HEREIN)                         CUSIP NO.: 46630D AA0                   

CLOSING DATE:  DECEMBER 20, 2007        ISIN NO.:  US46630DAA00                 

FIRST DISTRIBUTION DATE:                COMMON CODE NO.:  033780915             
JANUARY 15, 2008                                                                
                       CERTIFICATE NO.:  A-1-1
APPROXIMATE AGGREGATE                                                           
CERTIFICATE BALANCE                                                             
OF THE CLASS A-1 CERTIFICATES                                                   
AS OF THE CLOSING DATE:  $31,999,000                                            

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 CLASS A-1 CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling 
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination of this Certificate specified  
on the face hereof, by the aggregate initial Certificate Balance of the Class   
A-1 Certificates. The Certificates are designated as the J.P. MORGAN CHASE      
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
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 Class A-1 Pass-Through 
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 A-1 Certificates will be issued in book-entry form through the facilities 
of DTC in Denominations of $10,000 initial Certificate Balance, and in integral 
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and   
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66-2/3% of the Percentage Interests of each      
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders 
of Certificates of such Class; provided, however, that no such amendment shall: 

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            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

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS A-2

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE  
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS    
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. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.                                                                        

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

PASS-THROUGH RATE: 5.67600%            MASTER SERVICER:  CAPMARK FINANCE INC.   

DENOMINATION:  $49,212,000             SPECIAL SERVICER:  MIDLAND LOAN SERVICES,
                                        INC.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007    TRUSTEE:  WELLS FARGO BANK, N.A.         

CUT-OFF DATE:  AS SET FORTH IN         PAYING AGENT:  WELLS FARGO BANK, N.A.    
THE POOLING AND SERVICING                                                       
AGREEMENT (AS DEFINED HEREIN)          CUSIP NO.:  46630D AB8                   

CLOSING DATE:  DECEMBER 20, 2007       ISIN NO.:  US46630DAB82                  

FIRST DISTRIBUTION DATE:               COMMON CODE NO.:  033780931              
JANUARY 15, 2008                                                                
                     CERTIFICATE NO.:  A-2-1
APPROXIMATE AGGREGATE                                                           
CERTIFICATE BALANCE                                                             
OF THE CLASS A-2 CERTIFICATES                                                   
AS OF THE CLOSING DATE: $49,212,000                                             

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 CLASS A-2 CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by                                                              

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling 
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination of this Certificate specified  
on the face hereof, by the aggregate initial Certificate Balance of the Class   
A-2 Certificates. The Certificates are designated as the J.P. MORGAN CHASE      
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
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 Class A-2 Pass-Through 
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 A-2 Certificates will be issued in book-entry form through the facilities 
of DTC in Denominations of $10,000 initial Certificate Balance, and in integral 
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates as evidenced by a letter from each Rating Agency to such effect; to
modify, eliminate or add to the provisions of Section 5.02(c) of the Pooling and
Servicing Agreement or any other provision hereof restricting transfer of the   
Residual Certificates by virtue of their being the REMIC "residual interests,"  
provided that such change shall not, as evidenced by an Opinion of Counsel,     
cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or any of the  
Certificateholders (other than the Transferor) to be subject to a federal tax   
caused by a Transfer to a Person that is a Disqualified Organization or a       
Non-U.S. Person; to make any other provisions with respect to matters or        
questions arising under the Pooling and Servicing Agreement which shall not be  
materially inconsistent with the provisions of the Pooling and Servicing        
Agreement, provided that such action shall not, as evidenced by an Opinion of   
Counsel, adversely affect in any material respect the interests of any          
Certificateholder or Companion Holder not consenting thereto and result in the  
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates, as evidenced by a letter from each Rating Agency; to 
amend or supplement any provision of the Pooling and Servicing Agreement to the 
extent necessary to maintain the rating or ratings assigned to each Class of    
Certificates by each Rating Agency, provided that such change shall not result  
in the downgrade, withdrawal or qualification of the then-current rating        
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect; to modify the provisions of Sections 3.05 and 3.19 of the
Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if the Depositor, the Master
Servicer, the Trustee and the Directing Certificateholder determine that the    
commercial mortgage backed securities industry standard for such provisions has 
changed, in order to conform to such industry standard, such modification does  
not adversely affect the status of the Upper-Tier REMIC or the Lower-Tier REMIC 
as a REMIC, as evidenced by an Opinion of Counsel and each Rating Agency has    
delivered written confirmation that such modification would not result in the   
downgrade, withdrawal or qualification of any of the then current ratings of any
Class of Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any        
Companion Holder without the consent of such Companion Holder.                  

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and   
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66-2/3% of the Percentage Interests of each      
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders 
of Certificates of such Class; provided, however, that no such amendment shall: 

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
 assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.                                                

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Class S and the Residual Certificates) for all of the Mortgage  
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement.                                            

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            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

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS A-3

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE  
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS    
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. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.                                                                        

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

PASS-THROUGH RATE: 5.79000%              MASTER SERVICER:  CAPMARK FINANCE INC. 

DENOMINATION:  $105,514,000              SPECIAL SERVICER:  MIDLAND LOAN        
                                                      SERVICES, INC.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007      TRUSTEE:  WELLS FARGO BANK, N.A.       

CUT-OFF DATE:  AS SET FORTH IN THE       PAYING AGENT:  WELLS FARGO BANK, N.A.  
POOLING AND SERVICING AGREEMENT (AS                                             
DEFINED HEREIN)                          CUSIP NO.:  46630D AC6                 

CLOSING DATE:  DECEMBER 20, 2007         ISIN NO.:  US46630DAC65                

FIRST DISTRIBUTION DATE:                 COMMON CODE NO.:  033780966            
JANUARY 15, 2008                                                                
                         CERTIFICATE NO.:  A-3-1
APPROXIMATE AGGREGATE                                                           
CERTIFICATE BALANCE                                                             
OF THE CLASS A-3 CERTIFICATES                                                   
AS OF THE CLOSING DATE: $105,514,000                                            

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 CLASS A-3 CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling 
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination of this Certificate specified  
on the face hereof, by the aggregate initial Certificate Balance of the Class   
A-3 Certificates. The Certificates are designated as the J.P. MORGAN CHASE      
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
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 Class A-3 Pass-Through 
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 A-3 Certificates will be issued in book-entry form through the facilities 
of DTC in Denominations of $10,000 initial Certificate Balance, and in integral 
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and   
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66-2/3% of the Percentage Interests of each      
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders 
of Certificates of such Class; provided, however, that no such amendment shall: 

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            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

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS A-4

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE  
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS    
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. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.                                                                        

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

PASS-THROUGH RATE:  5.71600%             MASTER SERVICER:  CAPMARK FINANCE INC. 

DENOMINATION:  $[500,000,000]            SPECIAL SERVICER:  MIDLAND LOAN        
[78,679,000]                                                SERVICES, INC.      

DATE OF POOLING AND SERVICING            TRUSTEE:  WELLS FARGO BANK, N.A.       
AGREEMENT:  AS OF DECEMBER 20, 2007                                             
                                       PAYING AGENT:  WELLS FARGO BANK, N.A.
CUT-OFF DATE:  AS SET FORTH IN THE                                              
POOLING AND SERVICING AGREEMENT (AS      CUSIP NO.:  46630D AD4                 
DEFINED HEREIN)                                                                 
                         ISIN NO.:  US46630DAD49
CLOSING DATE:  DECEMBER 20, 2007                                                
                            COMMON CODE NO.: 033781016
FIRST DISTRIBUTION DATE:                                                        
JANUARY 15, 2008                         CERTIFICATE NO.:  A-4-1                

APPROXIMATE AGGREGATE                                                           
CERTIFICATE BALANCE                                                             
OF THE CLASS A-4 CERTIFICATES                                                   
AS OF THE CLOSING DATE:  $578,679,000                                           

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 CLASS A-4 CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling 
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination of this Certificate specified  
on the face hereof, by the aggregate initial Certificate Balance of the Class   
A-4 Certificates. The Certificates are designated as the J.P. MORGAN CHASE      
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
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 Class A-4 Pass-Through 
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 A-4 Certificates will be issued in book-entry form through the facilities 
of DTC in Denominations of $10,000 initial Certificate Balance, and in integral 
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and   
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66-2/3% of the Percentage Interests of each      
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders 
of Certificates of such Class; provided, however, that no such amendment shall: 

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            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

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2007-C1, CLASS A-SB

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS    
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE  
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS    
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. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.                                                                        

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

PASS-THROUGH RATE:  5.85700%            MASTER SERVICER:  CAPMARK FINANCE INC.  

DENOMINATION:  $59,406,000              SPECIAL SERVICER:  MIDLAND LOAN         
                                                    SERVICES, INC.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007     TRUSTEE:  WELLS FARGO BANK, N.A.        

CUT-OFF DATE: AS SET FORTH IN THE       PAYING AGENT:  WELLS FARGO BANK, N.A.   
POOLING AND SERVICING AGREEMENT                                                 
                      CUSIP NO.:  46630D AE2
CLOSING DATE:  DECEMBER 20, 2007                                                
                       ISIN NO.:  US46630DAE22
FIRST DISTRIBUTION DATE:                                                        
JANUARY 15, 2008                        COMMON CODE NO.: 033780982              

APPROXIMATE AGGREGATE                   CERTIFICATE NO.:  A-SB-1                
CERTIFICATE BALANCE                                                             
OF THE CLASS A-SB CERTIFICATES                                                  
AS OF THE CLOSING DATE:  $59,406,000                                            

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CLASS A-SB CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by                                                              

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

THIS CERTIFIES THAT CEDE & CO.                                                  

is the registered owner of the interest evidenced by this Certificate in the    
Class A-SB Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination of this Certificate specified  
on the face hereof, by the aggregate initial Certificate Balance of the Class   
A-SB Certificates. The Certificates are designated as the J.P. MORGAN CHASE     
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
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 Class A-SB Pass-Through
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 A-SB Certificates will be issued in book-entry form through the facilities
of DTC in Denominations of $10,000 initial Certificate Balance, and in integral 
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates as evidenced by a letter from each Rating Agency to such effect; to
modify, eliminate or add to the provisions of Section 5.02(c) of the Pooling and
Servicing Agreement or any other provision hereof restricting transfer of the   
Residual Certificates by virtue of their being the REMIC "residual interests,"  
provided that such change shall not, as evidenced by an Opinion of Counsel,     
cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or any of the  
Certificateholders (other than the Transferor) to be subject to a federal tax   
caused by a Transfer to a Person that is a Disqualified Organization or a       
Non-U.S. Person; to make any other provisions with respect to matters or        
questions arising under the Pooling and Servicing Agreement which shall not be  
materially inconsistent with the provisions of the Pooling and Servicing        
Agreement, provided that such action shall not, as evidenced by an Opinion of   
Counsel, adversely affect in any material respect the interests of any          
Certificateholder or Companion Holder not consenting thereto and result in the  
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates, as evidenced by a letter from each Rating Agency; to 
amend or supplement any provision of the Pooling and Servicing Agreement to the 
extent necessary to maintain the rating or ratings assigned to each Class of    
Certificates by each Rating Agency, provided that such change shall not result  
in the downgrade, withdrawal or qualification of the then-current rating        
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect; to modify the provisions of Sections 3.05 and 3.19 of the
Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if the Depositor, the Master
Servicer, the Trustee and the Directing Certificateholder determine that the    
commercial mortgage backed securities industry standard for such provisions has 
changed, in order to conform to such industry standard, such modification does  
not adversely affect the status of the Upper-Tier REMIC or the Lower-Tier REMIC 
as a REMIC, as evidenced by an Opinion of Counsel and each Rating Agency has    
delivered written confirmation that such modification would not result in the   
downgrade, withdrawal or qualification of any of the then current ratings of any
Class of Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any        
Companion Holder without the consent of such Companion Holder.                  

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and   
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66-2/3% of the Percentage Interests of each      
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders 
of Certificates of such Class; provided, however, that no such amendment shall: 

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
 assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.                                                

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 2007                                                       

 CERTIFICATE OF AUTHENTICATION

     THIS IS ONE OF THE CLASS A-SB CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, N.A.,
                            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

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS X-2

THIS CLASS X-2 CERTIFICATE  HAS NO PRINCIPAL  BALANCE AND WILL NOT RECEIVE ANY  
DISTRIBUTION OF PRINCIPAL.                                                      

THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS   
X-2 CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND 
LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE CONSTITUTES 
A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.   

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

PASS-THROUGH RATE: VARIABLE IN         MASTER SERVICER:  CAPMARK FINANCE INC.   
ACCORDANCE WITH THE POOLING AND                                                 
SERVICING AGREEMENT                    SPECIAL SERVICER:  MIDLAND LOAN SERVICES,
                                        INC.
DENOMINATION:  $ [500,000,000]                                                  
[500,000,000] [171,766,000]            TRUSTEE: WELLS FARGO BANK, N.A.          

DATE OF POOLING AND SERVICING          PAYING AGENT:  WELLS FARGO BANK, N.A.    
AGREEMENT:  AS OF DECEMBER 20, 2007                                             
                    CUSIP NO.:  46630D AF9
CUT-OFF DATE:  AS SET FORTH IN THE                                              
POOLING AND SERVICING AGREEMENT (AS    ISIN NO.:  US46630DAF96                  
DEFINED HEREIN)                                                                 
                    COMMON CODE: 033781024
CLOSING DATE:  DECEMBER 20, 2007                                                
                     CERTIFICATE NO.:  X-2-1
FIRST DISTRIBUTION DATE:                                                        
JANUARY 15, 2008                                                                

APPROXIMATE AGGREGATE NOTIONAL AMOUNT                                           
OF THE CLASS X-2 CERTIFICATES AS OF                                             
THE CLOSING DATE:  $1,171,766,000                                               

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 CLASS X-2 CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling 
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Special     
Servicer and the Master Servicer. A summary of certain of the pertinent         
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the     
meanings assigned thereto 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
of Certificates specified on the face hereof. The Certificates are designated as
the J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial  
Mortgage Pass-Through Certificates, Series 2007-C1 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 Fund.                                                                 

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of interest then distributable, if any,    
allocable to the Class of Certificates of the same Class as this Certificate for
such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate will not be entitled to distributions in 
respect of principal. Holders of this Certificate may be entitled to Yield      
Maintenance Charges as provided in the Pooling and Servicing Agreement. 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.                                            

        This Class X-2 Certificate has no principal balance and will not
receive any distribution of principal.                                          

          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 Class X-2 Pass-Through Rate   
specified above on the Notional Amount of this Certificate immediately prior to 
such Distribution Date, as specified above. Interest allocated to this          
Certificate on any Distribution Date will be in an amount equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

        The Certificates are limited in right of payment to, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 book-entry form through the facilities 
of DTC in Denominations of not less than $1,000,000 initial Notional Amount, and
in integral multiples of $1 in excess thereof, with one Certificate of such     
Class evidencing an additional amount equal to the remainder of the initial     
Notional Amount of such Class.                                                  

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC at all times that any Certificate is outstanding or to avoid or minimize  
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC as evidenced by an Opinion  
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and   
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66-2/3% of the Percentage Interests of each      
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders 
of Certificates of such Class; provided, however, that no such amendment shall: 

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Class S and the Residual Certificates) for all of the Mortgage  
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement.                                            

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            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

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS A-M

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. THE PORTION OF THE CERTIFICATE BALANCE OF THE          
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF  
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL       
SUPPORT DEFICIT ALLOCABLE TO THIS 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. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR       
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.                   

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

PASS-THROUGH RATE: VARIABLE IN         MASTER SERVICER: CAPMARK FINANCE INC.    
ACCORDANCE WITH THE POOLING AND                                                 
SERVICING AGREEMENT                    SPECIAL SERVICER:  MIDLAND LOAN          
                                                  SERVICES, INC.
DENOMINATION:  $117,830,000                                                     
                              TRUSTEE:  WELLS FARGO BANK, N.A.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007    PAYING AGENT:  WELLS FARGO BANK, N.A.    

CUT-OFF DATE:  AS SET FORTH IN THE     CUSIP NO.:  46630D AG7                   
POOLING AND SERVICING AGREEMENT (AS                                             
DEFINED HEREIN)                        ISIN NO.:  US46630DAG79                  

CLOSING DATE:  DECEMBER 20, 2007       COMMON CODE:  033781059                  

FIRST DISTRIBUTION DATE:               CERTIFICATE NO.:  A-M-1                  
JANUARY 15, 2008                                                                

APPROXIMATE AGGREGATE                                                           
CERTIFICATE BALANCE                                                             
OF THE CLASS A-M CERTIFICATES                                                   
AS OF THE CLOSING DATE:  $117,830,000                                           

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 CLASS A-M CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling 
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination of this Certificate specified  
on the face hereof, by the aggregate initial Certificate Balance of the Class   
A-M Certificates. The Certificates are designated as the J.P. MORGAN CHASE      
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
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 Class A-M Pass-Through 
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 A-M Certificates will be issued in book-entry form through the facilities 
of DTC in Denominations of $10,000 initial Certificate Balance, and in integral 
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and   
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66-2/3% of the Percentage Interests of each      
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders 
of Certificates of such Class; provided, however, that no such amendment shall: 

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            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

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS A-J

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. THE PORTION OF THE CERTIFICATE BALANCE OF THE          
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF  
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL       
SUPPORT DEFICIT ALLOCABLE TO THIS 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. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR       
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.                   

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

PASS-THROUGH RATE: VARIABLE IN         MASTER SERVICER:  CAPMARK FINANCE INC.   
ACCORDANCE WITH THE POOLING AND                                                 
SERVICING AGREEMENT                    SPECIAL SERVICER:  MIDLAND LOAN          
                                                  SERVICES, INC.
DENOMINATION:  $53,024,000                                                      
                              TRUSTEE:  WELLS FARGO BANK, N.A.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007    PAYING AGENT:  WELLS FARGO BANK, N.A.    

CUT-OFF DATE:  AS SET FORTH IN THE     CUSIP NO.:  46630D AH5                   
POOLING AND SERVICING AGREEMENT (AS                                             
DEFINED HEREIN)                        ISIN NO.:  US46630DAH52                  

CLOSING DATE:  DECEMBER 20, 2007       COMMON CODE: 033781075                   

FIRST DISTRIBUTION DATE:               CERTIFICATE NO.:  A-J-1                  
JANUARY 15, 2008                                                                

APPROXIMATE AGGREGATE                                                           
CERTIFICATE BALANCE                                                             
OF THE CLASS A-J CERTIFICATES                                                   
AS OF THE CLOSING DATE:  $53,024,000                                            

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 CLASS A-J CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling 
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination of this Certificate specified  
on the face hereof, by the aggregate initial Certificate Balance of the Class   
A-J Certificates. The Certificates are designated as the J.P. MORGAN CHASE      
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
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 Class A-J Pass-Through 
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 A-J Certificates will be issued in book-entry form through the facilities 
of DTC in Denominations of $10,000 initial Certificate Balance, and in integral 
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and   
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66-2/3% of the Percentage Interests of each      
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders 
of Certificates of such Class; provided, however, that no such amendment shall: 

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            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

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS X-1

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY 
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION  
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR    
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH        
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.                                                                            

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,    
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL       
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT   
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS  
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE         
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE     
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE           
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,  
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE        
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A        
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR 
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS  
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION 
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF 
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.            

THIS CLASS X-1 CERTIFICATE  HAS NO PRINCIPAL  BALANCE AND WILL NOT RECEIVE ANY  
DISTRIBUTION OF PRINCIPAL.                                                      

THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS   
X-1 CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND 
LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE CONSTITUTES 
A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.   

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY         
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO  
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE  
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY  
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH         
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED    
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH     
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE    
144A.                                                                           

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,     
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON 
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION                           
REQUIREMENTS OF THE SECURITIES ACT. (1)                                         

PASS-THROUGH RATE: VARIABLE IN         MASTER SERVICER:  CAPMARK FINANCE INC.   
ACCORDANCE WITH THE POOLING AND                                                 
SERVICING AGREEMENT                    SPECIAL SERVICER:  MIDLAND LOAN SERVICES,
                                        INC.
DENOMINATION:  $[500,000,000]                                                   
[500,000,000] [178,301,244]            TRUSTEE: WELLS FARGO BANK, N.A.          

DATE OF POOLING AND SERVICING          PAYING AGENT:  WELLS FARGO BANK, N.A.    
AGREEMENT:  AS OF DECEMBER 20, 2007                                             
                                       CUSIP NO.:  U4818C AA2(1), 46630D AJ1(2),
CUT-OFF DATE:  AS SET FORTH IN THE     46630D AK8(3)                            
POOLING AND SERVICING AGREEMENT (AS                                             
DEFINED HEREIN)                        ISIN NO.:  USU4818CAA28(1),              
                              US46630DAJ19(2), US46630DAK81(3)
CLOSING DATE:  DECEMBER 20, 2007                                                
                                      COMMON CODE:  [033781105](1) [033781091]
FIRST DISTRIBUTION DATE:               (2)                                      
JANUARY 15, 2008                                                                
                     CERTIFICATE NO.:  X-1-1
APPROXIMATE AGGREGATE NOTIONAL AMOUNT                                           
OF THE CLASS X-1 CERTIFICATES AS OF                                             
THE CLOSING DATE:  $1,178,301,244                                               

-----------------                                                               
(1) Regulation S Investors Only.                                                

(2) For Book-Entry Rule 144A Only.                                              

(3) For Institutional Accredited Investors Only.                                

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 CLASS X-1 CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling 
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Special     
Servicer and the Master Servicer. A summary of certain of the pertinent         
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the     
meanings assigned thereto 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
of Certificates specified on the face hereof. The Certificates are designated as
the J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial  
Mortgage Pass-Through Certificates, Series 2007-C1 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 Fund.                                                                 

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of interest then distributable, if any,    
allocable to the Class of Certificates of the same Class as this Certificate for
such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate will not be entitled to distributions in 
respect of principal. Holders of this Certificate may be entitled to Yield      
Maintenance Charges as provided in the Pooling and Servicing Agreement. 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.                                            

        This Class X-1 Certificate has no principal balance and will not
receive any distribution of principal.                                          

          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 Class X-1 Pass-Through Rate   
specified above on the Notional Amount of this Certificate immediately prior to 
such Distribution Date, as specified above. Interest allocated to this          
Certificate on any Distribution Date will be in an amount equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

        The Certificates are limited in right of payment to, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 book-entry form through the facilities 
of DTC in Denominations of not less than $1,000,000 initial Notional Amount, and
in integral multiples of $1 in excess thereof, with one Certificate of such     
Class evidencing an additional amount equal to the remainder of the initial     
Notional Amount of such Class.                                                  

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC at all times that any Certificate is outstanding or to avoid or minimize  
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC as evidenced by an Opinion  
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and   
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66-2/3% of the Percentage Interests of each      
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders 
of Certificates of such Class; provided, however, that no such amendment shall: 

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Class S and the Residual Certificates) for all of the Mortgage  
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of
the Pooling and Servicing Agreement.                                            

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            Authenticating Agent

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

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SCHEDULE A

Certificate Balance of                              
Definitive Certificates                               
exchanged or transferred                              
for, or issued in exchange                              
for or upon transfer of, an    Remaining Certificate      
               interest in this         Balance of Book-Entry       Notation
Date        Book-Entry Certificate           Certificate            Made By 
---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

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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-10

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS B

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY 
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION  
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR    
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH        
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.                                                                            

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,    
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL       
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT   
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS  
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE         
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE     
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE           
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,  
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE        
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A        
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR 
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS  
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION 
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF 
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.            

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. THE PORTION OF THE CERTIFICATE BALANCE OF THE          
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF  
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL       
SUPPORT DEFICIT ALLOCABLE TO THIS 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. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR       
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.                   

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY         
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO  
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE  
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY  
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH         
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED    
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH     
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE    
144A.                                                                           

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,     
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON 
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION                           
REQUIREMENTS OF THE SECURITIES ACT.(1)                                          

PASS-THROUGH RATE:  VARIABLE IN        MASTER SERVICER:  CAPMARK FINANCE INC.   
ACCORDANCE WITH THE POOLING AND                                                 
SERVICING AGREEMENT                    SPECIAL SERVICER:  MIDLAND LOAN          
                                                  SERVICES, INC.
DENOMINATION:  $16,202,000                                                      
                              TRUSTEE:  WELLS FARGO BANK, N.A.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007    PAYING AGENT:  WELLS FARGO BANK, N.A.    

CUT-OFF DATE:  AS SET FORTH IN THE     CUSIP NO.:U4818C AB0(1), 46630D AL6(2),  
POOLING AND SERVICING AGREEMENT (AS    46630D AM4(3)                            
DEFINED HEREIN)                                                                 
                        ISIN NO.: USU4818CAB01(1),
CLOSING DATE:  DECEMBER 20, 2007       US46630DAL64(2), US46630DAM48(3)         

FIRST DISTRIBUTION DATE:               COMMON CODE: [033781156](1)              
JANUARY 15, 2008                       [033781121](2)                           

APPROXIMATE AGGREGATE                  CERTIFICATE NO.:  B-1                    
CERTIFICATE BALANCE                                                             
OF THE CLASS B CERTIFICATES                                                     
AS OF THE CLOSING DATE:  $16,202,000                                            

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

(2) For Book-Entry Rule 144A Only.                                              

(3) For Institutional Accredited Investors Only.                                

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 CLASS B CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, 
THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS          
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling   
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination 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 J.P. MORGAN CHASE          
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
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 Class B Pass-Through   
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 B Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of $10,000 initial Certificate Balance, and in integral    
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and   
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66-2/3% of the Percentage Interests of each      
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders 
of Certificates of such Class; provided, however, that no such amendment shall: 

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            Authenticating Agent

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

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SCHEDULE A

Certificate Balance of                              
Definitive Certificates                               
exchanged or transferred                              
for, or issued in exchange                              
for or upon transfer of, an    Remaining Certificate      
               interest in this         Balance of Book-Entry       Notation
Date        Book-Entry Certificate           Certificate            Made By 
---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

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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-11

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS C

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY 
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION  
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR    
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH        
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.                                                                            

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,    
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL       
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT   
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS  
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE         
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE     
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE           
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,  
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE        
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A        
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR 
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS  
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION 
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF 
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.            

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. THE PORTION OF THE CERTIFICATE BALANCE OF THE          
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF  
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL       
SUPPORT DEFICIT ALLOCABLE TO THIS 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. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR       
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.                   

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY         
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO  
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE  
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY  
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH         
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED    
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH     
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE    
144A.                                                                           

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,     
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON 
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION                           
REQUIREMENTS OF THE SECURITIES ACT.(1)                                          

PASS-THROUGH RATE:  VARIABLE IN        MASTER SERVICER:  CAPMARK FINANCE INC.   
ACCORDANCE WITH THE POOLING AND                                                 
SERVICING AGREEMENT                    SPECIAL SERVICER:  MIDLAND LOAN          
                                                  SERVICES, INC.
DENOMINATION:  $14,728,000                                                      
                              TRUSTEE:  WELLS FARGO BANK, N.A.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007    PAYING AGENT:  WELLS FARGO BANK, N.A.    

CUT-OFF DATE:  AS SET FORTH IN THE     CUSIP NO.: U4818C AC8(1), 46630D         
POOLING AND SERVICING AGREEMENT (AS    AN2(2), 46630D AP7(3)                    
DEFINED HEREIN)                                                                 
                        ISIN NO.: USU4818CAC83(1),
CLOSING DATE:  DECEMBER 20, 2007       US46630DAN21(2), US46630DAP78(3)         

FIRST DISTRIBUTION DATE:               COMMON CODE: [033781199](1)              
JANUARY 15, 2008                       [033781172](2)                           

APPROXIMATE AGGREGATE                  CERTIFICATE NO.:  C-1                    
CERTIFICATE BALANCE                                                             
OF THE CLASS C CERTIFICATES                                                     
AS OF THE CLOSING DATE:  $14,728,000                                            

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

(2) For Book-Entry Rule 144A Only.                                              

(3) For Institutional Accredited Investors Only.                                

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 CLASS C CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling   
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination 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 J.P. MORGAN CHASE          
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
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 Class C Pass-Through   
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 C Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of $10,000 initial Certificate Balance, and in integral    
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and   
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66-2/3% of the Percentage Interests of each      
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders 
of Certificates of such Class; provided, however, that no such amendment shall: 

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            Authenticating Agent

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

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SCHEDULE A

Certificate Balance of                              
Definitive Certificates                               
exchanged or transferred                              
for, or issued in exchange                              
for or upon transfer of, an    Remaining Certificate      
               interest in this         Balance of Book-Entry       Notation
Date        Book-Entry Certificate           Certificate            Made By 
---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

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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-12

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS D

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY 
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION  
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR    
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH        
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.                                                                            

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,    
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL       
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT   
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS  
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE         
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE     
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE           
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,  
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE        
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A        
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR 
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS  
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION 
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF 
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.            

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. THE PORTION OF THE CERTIFICATE BALANCE OF THE          
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF  
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL       
SUPPORT DEFICIT ALLOCABLE TO THIS 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. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR       
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.                   

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY         
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO  
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE  
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY  
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH         
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED    
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH     
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE    
144A.                                                                           

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,     
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON 
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION                           
REQUIREMENTS OF THE SECURITIES ACT.(1)                                          

PASS-THROUGH RATE: VARIABLE IN         MASTER SERVICER:  CAPMARK FINANCE INC.   
ACCORDANCE WITH THE POOLING AND                                                 
SERVICING AGREEMENT                    SPECIAL SERVICER:  MIDLAND LOAN          
                                                  SERVICES, INC.
DENOMINATION:  $11,783,000                                                      
                              TRUSTEE:  WELLS FARGO BANK, N.A.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007    PAYING AGENT:  WELLS FARGO BANK, N.A.    

CUT-OFF DATE:  AS SET FORTH IN THE     CUSIP NO.: U4818C AD6(1), 46630D         
POOLING AND SERVICING AGREEMENT (AS    AQ5(2), 46630D AR3(3)                    
DEFINED HEREIN)                                                                 
                        ISIN NO.: USU4818CAD66(1),
CLOSING DATE:  DECEMBER 20, 2007       US46630DAQ51(2), US46630DAR35(3)         

FIRST DISTRIBUTION DATE:               COMMON CODE: [033781229](1)              
JANUARY 15, 2008                       [033781202](2)                           

APPROXIMATE AGGREGATE                  CERTIFICATE NO.:  D-1                    
CERTIFICATE BALANCE                                                             
OF THE CLASS D CERTIFICATES                                                     
AS OF THE CLOSING DATE:  $11,783,000                                            

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

(2) For Book-Entry Rule 144A Only.                                              

(3) For Institutional Accredited Investors Only.                                

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 CLASS D CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling   
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination 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 J.P. MORGAN CHASE          
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
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 Class D Pass-Through   
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 D Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of $10,000 initial Certificate Balance, and in integral    
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and   
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66-2/3% of the Percentage Interests of each      
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders 
of Certificates of such Class; provided, however, that no such amendment shall: 

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            Authenticating Agent

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

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SCHEDULE A

Certificate Balance of                              
Definitive Certificates                               
exchanged or transferred                              
for, or issued in exchange                              
for or upon transfer of, an    Remaining Certificate      
               interest in this         Balance of Book-Entry       Notation
Date        Book-Entry Certificate           Certificate            Made By 
---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

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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-13

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS E

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY 
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION  
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR    
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH        
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.                                                                            

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,    
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL       
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT   
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS  
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE         
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE     
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE           
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,  
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE        
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A        
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR 
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS  
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION 
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF 
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.            

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. THE PORTION OF THE CERTIFICATE BALANCE OF THE          
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF  
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL       
SUPPORT DEFICIT ALLOCABLE TO THIS 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. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR       
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.                   

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY         
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO  
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE  
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY  
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH         
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED    
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH     
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE    
144A.                                                                           

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,     
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON 
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION                           
REQUIREMENTS OF THE SECURITIES ACT.(1)                                          

PASS-THROUGH RATE: VARIABLE IN        MASTER SERVICER:  CAPMARK FINANCE INC.    
ACCORDANCE WITH THE POOLING AND                                                 
SERVICING AGREEMENT                   SPECIAL SERVICER:  MIDLAND LOAN           
                                                SERVICES, INC.
DENOMINATION:  $13,256,000 OR AS                                                
OTHERWISE SET FORTH ON SCHEDULE A     TRUSTEE:  WELLS FARGO BANK, N.A.          
HERETO                                                                          
                                 PAYING AGENT:  WELLS FARGO BANK, N.A.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007   CUSIP NO.:  U4818C AE4(1), 46630D AS1(2), 
         46630D AT9(3)
CUT-OFF DATE:  AS SET FORTH IN THE                                              
POOLING AND SERVICING AGREEMENT (AS   ISIN NO.:  USU4818CAE40(1),               
DEFINED HEREIN)                       US46630DAS18(2), US46630DAT90(3)          

CLOSING DATE:  DECEMBER 20, 2007      COMMON CODE NO.:  [033781288](1),         
          [033781245](2)
FIRST DISTRIBUTION DATE:                                                        
JANUARY 15, 2008                      CERTIFICATE NO.:  E-1                     

APPROXIMATE AGGREGATE                                                           
CERTIFICATE BALANCE                                                             
OF THE CLASS E CERTIFICATES                                                     
AS OF THE CLOSING DATE:  $13,256,000                                            

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

(2) For Book-Entry Rule 144A Only.                                              

(3) For Institutional Accredited Investors Only.                                

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 CLASS E CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling   
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination 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 J.P. MORGAN CHASE          
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
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 Class E Pass-Through   
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 E Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of $250,000 initial Certificate Balance, and in integral   
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and   
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66-2/3% of the Percentage Interests of each      
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders 
of Certificates of such Class; provided, however, that no such amendment shall: 

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            Authenticating Agent

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

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SCHEDULE A

Certificate Balance of                              
Definitive Certificates                               
exchanged or transferred                              
for, or issued in exchange                              
for or upon transfer of, an    Remaining Certificate      
               interest in this         Balance of Book-Entry       Notation
Date        Book-Entry Certificate           Certificate            Made By 
---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

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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-14

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS F

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY 
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION  
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR    
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH        
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.                                                                            

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,    
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL       
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT   
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS  
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE         
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE     
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE           
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,  
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE        
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A        
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR 
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS  
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION 
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF 
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.            

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. THE PORTION OF THE CERTIFICATE BALANCE OF THE          
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF  
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL       
SUPPORT DEFICIT ALLOCABLE TO THIS 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. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR       
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.                   

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY         
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO  
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE  
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY  
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH         
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED    
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH     
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE    
144A.                                                                           

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,     
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON 
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION                           
REQUIREMENTS OF THE SECURITIES ACT.(1)                                          

PASS-THROUGH RATE:  VARIABLE IN        MASTER SERVICER:  CAPMARK FINANCE INC.   
ACCORDANCE WITH THE POOLING AND                                                 
SERVICING AGREEMENT                    SPECIAL SERVICER:  MIDLAND LOAN          
                                                  SERVICES, INC.
DENOMINATION:  $10,310,000 OR AS                                                
OTHERWISE SET FORTH ON SCHEDULE A      TRUSTEE:  WELLS FARGO BANK, N.A.         
HERETO                                                                          
                                   PAYING AGENT:  WELLS FARGO BANK, N.A.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007    CUSIP NO.:  U4818C AF1(1), 46630D AU6(2),
           46630D AV4(3)
CUT-OFF DATE:  AS SET FOURTH IN THE                                             
POOLING AND SERVICING AGREEMENT (AS    ISIN NO.:  USU4818CAF15(1),              
DEFINED HEREIN)                        US46630DAU63(2), US46630DAV47(3)         

CLOSING DATE:  DECEMBER 20, 2007       COMMON CODE NO.:  [033781377](1),        
            [033781334](2)
FIRST DISTRIBUTION DATE:                                                        
JANUARY 15, 2008                       CERTIFICATE NO.:  F-1                    

APPROXIMATE AGGREGATE                                                           
CERTIFICATE BALANCE                                                             
OF THE CLASS F CERTIFICATES                                                     
AS OF THE CLOSING DATE:  $10,310,000                                            

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

(2) For Book-Entry Rule 144A Only.                                              

(3) For Institutional Accredited Investors Only.                                

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 CLASS F CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling   
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination 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 J.P. MORGAN CHASE          
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
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 Class F Pass-Through   
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 F Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of $250,000 initial Certificate Balance, and in integral   
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and   
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66-2/3% of the Percentage Interests of each      
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders 
of Certificates of such Class; provided, however, that no such amendment shall: 

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            Authenticating Agent

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

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SCHEDULE A

Certificate Balance of                              
Definitive Certificates                               
exchanged or transferred                              
for, or issued in exchange                              
for or upon transfer of, an    Remaining Certificate      
               interest in this         Balance of Book-Entry       Notation
Date        Book-Entry Certificate           Certificate            Made By 
---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

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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-15

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS G

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY 
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION  
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR    
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH        
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.                                                                            

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,    
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL       
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT   
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS  
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE         
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE     
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE           
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,  
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE        
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A        
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR 
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS  
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION 
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF 
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.            

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. THE PORTION OF THE CERTIFICATE BALANCE OF THE          
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF  
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL       
SUPPORT DEFICIT ALLOCABLE TO THIS 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. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR       
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.                   

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY         
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO  
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE  
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY  
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH         
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED    
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH     
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE    
144A.                                                                           

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,     
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON 
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION                           
REQUIREMENTS OF THE SECURITIES ACT.(1)                                          

PASS-THROUGH RATE: VARIABLE IN         MASTER SERVICER: CAPMARK FINANCE INC.    
ACCORDANCE WITH THE POOLING AND                                                 
SERVICING AGREEMENT                    SPECIAL SERVICER:  MIDLAND LOAN          
                                                  SERVICES, INC.
DENOMINATION:  $13,256,000 OR AS                                                
OTHERWISE SET FORTH ON SCHEDULE A      TRUSTEE:  WELLS FARGO BANK, N.A.         
HERETO                                                                          
                                   PAYING AGENT:  WELLS FARGO BANK, N.A.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007    CUSIP NO.:  U4818C AG9(1), 46630D AW2(2),
           46630D AX0(3)
CUT-OFF DATE:  AS SET FORTH IN THE                                              
POOLING AND SERVICING AGREEMENT (AS    ISIN NO.:  USU4818CAG97(1),              
DEFINED HEREIN)                        US46630DAW20(2), US46630DAX03(3)         

CLOSING DATE:  DECEMBER 20, 2007       COMMON CODE NO.: [033781393](1),         
            [033781385](2)
FIRST DISTRIBUTION DATE:                                                        
JANUARY 15, 2008                       CERTIFICATE NO.: G-1                     

APPROXIMATE AGGREGATE                                                           
CERTIFICATE BALANCE                                                             
OF THE CLASS G CERTIFICATES                                                     
AS OF THE CLOSING DATE:  $13,256,000                                            

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

(2) For Book-Entry Rule 144A Only.                                              

(3) For Institutional Accredited Investors Only.                                

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 CLASS G CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling   
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination 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 J.P. MORGAN CHASE          
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
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 Class G Pass-Through   
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 G Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of $250,000 initial Certificate Balance, and in integral   
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and   
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66-2/3% of the Percentage Interests of each      
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders 
of Certificates of such Class; provided, however, that no such amendment shall: 

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            Authenticating Agent

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

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SCHEDULE A

Certificate Balance of                              
Definitive Certificates                               
exchanged or transferred                              
for, or issued in exchange                              
for or upon transfer of, an    Remaining Certificate      
               interest in this         Balance of Book-Entry       Notation
Date        Book-Entry Certificate           Certificate            Made By 
---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

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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-16

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS H

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY 
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION  
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR    
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH        
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.                                                                            

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,    
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL       
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT   
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS  
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE         
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE     
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE           
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,  
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE        
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A        
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR 
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS  
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION 
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF 
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.            

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. THE PORTION OF THE CERTIFICATE BALANCE OF THE          
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF  
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL       
SUPPORT DEFICIT ALLOCABLE TO THIS 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. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR       
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.                   

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY         
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO  
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE  
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY  
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH         
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED    
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH     
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE    
144A.                                                                           

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,     
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON 
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION                           
REQUIREMENTS OF THE SECURITIES ACT.(1)                                          

PASS-THROUGH RATE: VARIABLE IN         MASTER SERVICER:  CAPMARK FINANCE INC.   
ACCORDANCE WITH THE POOLING AND                                                 
SERVICING AGREEMENT                    SPECIAL SERVICER:  MIDLAND LOAN          
                                                  SERVICES, INC.
DENOMINATION:  $14,729,000 OR AS                                                
OTHERWISE SET FORTH ON SCHEDULE A      TRUSTEE:  WELLS FARGO BANK, N.A.         
HERETO                                                                          
                                   PAYING AGENT:  WELLS FARGO BANK, N.A.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007    CUSIP NO.:  U4818C AH7(1), 46630D AY8(2),
           46630D AZ5(3)
CUT-OFF DATE:  AS SET FORTH IN THE                                              
POOLING AND SERVICING AGREEMENT (AS    ISIN NO.:  USU4818CAH70(1),              
DEFINED HEREIN)                        US46630DAY85(2), US46630DAZ50(3)         

CLOSING DATE:  DECEMBER 20, 2007       COMMON CODE NO.:  [033781440](1),        
            [033781423](2)
FIRST DISTRIBUTION DATE:                                                        
JANUARY 15, 2008                       CERTIFICATE NO.:  H-1                    

APPROXIMATE AGGREGATE                                                           
CERTIFICATE BALANCE                                                             
OF THE CLASS H CERTIFICATES                                                     
AS OF THE CLOSING DATE:  $14,729,000                                            

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

(2) For Book-Entry Rule 144A Only.                                              

(3) For Institutional Accredited Investors Only.                                

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 CLASS H CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling   
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination 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 J.P. MORGAN CHASE          
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
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 Class H Pass-Through   
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 H Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of $250,000 initial Certificate Balance, and in integral   
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and   
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66-2/3% of the Percentage Interests of each      
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders 
of Certificates of such Class; provided, however, that no such amendment shall: 

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            Authenticating Agent

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

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SCHEDULE A

Certificate Balance of                              
Definitive Certificates                               
exchanged or transferred                              
for, or issued in exchange                              
for or upon transfer of, an    Remaining Certificate      
               interest in this         Balance of Book-Entry       Notation
Date        Book-Entry Certificate           Certificate            Made By 
---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

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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-17

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS J

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY 
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION  
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR    
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH        
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.                                                                            

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,    
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL       
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT   
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS  
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE         
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE     
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE           
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,  
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE        
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A        
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR 
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS  
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION 
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF 
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.            

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. THE PORTION OF THE CERTIFICATE BALANCE OF THE          
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF  
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL       
SUPPORT DEFICIT ALLOCABLE TO THIS 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. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR       
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.                   

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY         
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO  
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE  
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY  
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH         
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED    
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH     
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE    
144A.                                                                           

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,     
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON 
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION                           
REQUIREMENTS OF THE SECURITIES ACT.(1)                                          

PASS-THROUGH RATE: VARIABLE IN          MASTER SERVICER:  CAPMARK FINANCE INC.  
ACCORDANCE WITH THE POOLING AND                                                 
SERVICING AGREEMENT                     SPECIAL SERVICER:  MIDLAND LOAN         
                                                    SERVICES, INC.
DENOMINATION:  $16,202,000 OR AS                                                
OTHERWISE SET FORTH ON SCHEDULE A       TRUSTEE:  WELLS FARGO BANK, N.A.        
HERETO                                                                          
                                     PAYING AGENT:  WELLS FARGO BANK, N.A.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007     CUSIP NO.:  U4818C AJ3(1),              
                            46630D BA9(2), 46630D BB7(3)
CUT-OFF DATE:  AS SET FORTH IN THE                                              
POOLING AND SERVICING AGREEMENT (AS     ISIN NO.:  USU4818CAJ37(1),             
DEFINED HEREIN)                         US46630DBA90(2), US46630BB73(3)         

CLOSING DATE:  DECEMBER 20, 2007        COMMON CODE NO.:  [033781512](1),       
               [033781474] (2)
FIRST DISTRIBUTION DATE:                                                        
JANUARY 15, 2008                        CERTIFICATE NO.:  J-1                   

APPROXIMATE AGGREGATE                                                           
CERTIFICATE BALANCE                                                             
OF THE CLASS J CERTIFICATES                                                     
AS OF THE CLOSING DATE:  $16,202,000                                            

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

(2) For Book-Entry Rule 144A Only.                                              

(3) For Institutional Accredited Investors Only.                                

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 CLASS J CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling   
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination of this Certificate specified  
on the face hereof, by the aggregate initial Certificate Balance of the Class J 
Certificates. The Certificates are designated as the J.P. MORGAN CHASE          
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. 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 Class J Pass-Through   
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 J Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of $250,000 initial Certificate Balance, and in integral   
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and   
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66-2/3% of the Percentage Interests of each      
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders 
of Certificates of such Class; provided, however, that no such amendment shall: 

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            Authenticating Agent

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

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SCHEDULE A

Certificate Balance of                              
Definitive Certificates                               
exchanged or transferred                              
for, or issued in exchange                              
for or upon transfer of, an    Remaining Certificate      
               interest in this         Balance of Book-Entry       Notation
Date        Book-Entry Certificate           Certificate            Made By 
---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

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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-18

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS K

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY 
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION  
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR    
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH        
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.                                                                            

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,    
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL       
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT   
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS  
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE         
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE     
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE           
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,  
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE        
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A        
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR 
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS  
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION 
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF 
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.            

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. THE PORTION OF THE CERTIFICATE BALANCE OF THE          
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF  
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL       
SUPPORT DEFICIT ALLOCABLE TO THIS 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. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR       
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.                   

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY         
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO  
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE  
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY  
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH         
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED    
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH     
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE    
144A.                                                                           

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,     
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON 
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION                           
REQUIREMENTS OF THE SECURITIES ACT.(1)                                          

PASS-THROUGH RATE: VARIABLE IN         MASTER SERVICER:  CAPMARK FINANCE INC.   
ACCORDANCE WITH THE POOLING AND                                                 
SERVICING AGREEMENT                    SPECIAL SERVICER:  MIDLAND LOAN          
                                                  SERVICES, INC.
DENOMINATION:  $13,256,000 OR AS                                                
OTHERWISE SET FORTH ON SCHEDULE A      TRUSTEE:  WELLS FARGO BANK, N.A.         
HERETO                                                                          
                                     PAYING AGENT:  WELLS FARGO BANK, N.A.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007    CUSIP NO.: U4818C AK0(1), 46630D BC5(2), 
           46630D BD3(3)
CUT-OFF DATE:  AS SET FORTH IN THE                                              
POOLING AND SERVICING AGREEMENT (AS    ISIN NO.:  USU4818CAK00(1),              
DEFINED HEREIN)                        US46630DBC56(2), US46630DBD30(3)         

CLOSING DATE:  DECEMBER 20, 2007       COMMON CODE NO.: [033781555](1),         
            [033781547](2)
FIRST DISTRIBUTION DATE:                                                        
JANUARY 15, 2008                       CERTIFICATE NO.:  K-1                    

APPROXIMATE AGGREGATE                                                           
CERTIFICATE BALANCE                                                             
OF THE CLASS K CERTIFICATES                                                     
AS OF THE CLOSING DATE:  $13,256,000                                            

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

(2) For Book-Entry Rule 144A Only.                                              

(3) For Institutional Accredited Investors Only.                                

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 CLASS K CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling   
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination of this Certificate specified  
on the face hereof, by the aggregate initial Certificate Balance of the Class K 
Certificates. The Certificates are designated as the J.P. MORGAN CHASE          
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. 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 Class K Pass-Through   
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 K Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of $250,000 initial Certificate Balance, and in integral   
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and   
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66-2/3% of the Percentage Interests of each      
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders 
of Certificates of such Class; provided, however, that no such amendment shall: 

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            Authenticating Agent

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

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SCHEDULE A

Certificate Balance of                              
Definitive Certificates                               
exchanged or transferred                              
for, or issued in exchange                              
for or upon transfer of, an    Remaining Certificate      
               interest in this         Balance of Book-Entry       Notation
Date        Book-Entry Certificate           Certificate            Made By 
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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-19

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS L

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY 
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION  
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR    
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH        
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.                                                                            

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,    
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL       
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT   
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS  
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE         
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE     
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE           
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,  
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE        
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A        
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR 
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS  
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION 
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF 
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.            

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. THE PORTION OF THE CERTIFICATE BALANCE OF THE          
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF  
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL       
SUPPORT DEFICIT ALLOCABLE TO THIS 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. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR       
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.                   

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE     
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER    
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND      
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE   
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE         
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO     
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), A   
GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS   
DEFINED IN SECTION 3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER    
SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR
LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF    
ERISA OR THE CODE (EACH, A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING
THE ASSETS OF ANY SUCH A PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS      
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR     
PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),    
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER   
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY   
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION          
PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF PROHIBITED         
TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR   
REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN 
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE        
REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF  
SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA,    
SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE,   
THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE PAYING
AGENT, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY   
(INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR  
ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND         
SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE   
THAT IS A BOOK ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A  
PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.                                  

EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY         
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO  
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE  
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY  
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH         
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED    
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH     
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE    
144A.                                                                           

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,     
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON 
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION                           
REQUIREMENTS OF THE SECURITIES ACT.(1)                                          

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

PASS-THROUGH RATE:  4.60300%          MASTER SERVICER:  CAPMARK FINANCE INC.    

DENOMINATION:  $7,364,000 OR AS       SPECIAL SERVICER:  MIDLAND LOAN           
OTHERWISE SET FORTH ON SCHEDULE A                        SERVICES, INC.         
HERETO                                                                          
                            TRUSTEE:  WELLS FARGO BANK, N.A.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007   PAYING AGENT:  WELLS FARGO BANK, N.A.     

CUT-OFF DATE:  AS SET FORTH IN THE    CUSIP NO.: U4818C AL8(1), 46630D BE1(2),  
POOLING AND SERVICING AGREEMENT (AS   46630D BF8(3)                             
DEFINED HEREIN)                                                                 
                       ISIN NO.:  USU4818CAL82(1),
CLOSING DATE:  DECEMBER 20, 2007      US46630DBE13(2), US46630DBF87(3)          

FIRST DISTRIBUTION DATE:              COMMON CODE NO.:  [033781571](1),         
JANUARY 15, 2008                      [033781563](2)                            

APPROXIMATE AGGREGATE                 CERTIFICATE NO.:  L-1                     
CERTIFICATE BALANCE                                                             
OF THE CLASS L CERTIFICATES                                                     
AS OF THE CLOSING DATE:  $7,364,000                                             

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

(2) For Book-Entry Rule 144A Only.                                              

(3) For Institutional Accredited Investors Only.                                

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 CLASS L CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling   
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination of this Certificate specified  
on the face hereof, by the aggregate initial Certificate Balance of the Class L 
Certificates. The Certificates are designated as the J.P. MORGAN CHASE          
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. 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 Class L Pass-Through   
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 L Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of $250,000 initial Certificate Balance, and in integral   
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and   
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66-2/3% of the Percentage Interests of each      
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders 
of Certificates of such Class; provided, however, that no such amendment shall: 

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            Authenticating Agent

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

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SCHEDULE A

Certificate Balance of                              
Definitive Certificates                               
exchanged or transferred                              
for, or issued in exchange                              
for or upon transfer of, an    Remaining Certificate      
               interest in this         Balance of Book-Entry       Notation
Date        Book-Entry Certificate           Certificate            Made By 
---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

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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-20

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS M

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY 
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION  
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR    
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH        
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.                                                                            

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,    
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL       
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT   
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS  
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE         
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE     
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE           
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,  
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE        
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A        
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR 
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS  
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION 
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF 
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.            

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. THE PORTION OF THE CERTIFICATE BALANCE OF THE          
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF  
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL       
SUPPORT DEFICIT ALLOCABLE TO THIS 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. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR       
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.                   

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE     
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER    
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND      
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE   
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE         
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO     
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), A   
GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS   
DEFINED IN SECTION 3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER    
SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR
LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF    
ERISA OR THE CODE (EACH, A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING
THE ASSETS OF ANY SUCH A PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS      
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR     
PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),    
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER   
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY   
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION          
PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF PROHIBITED         
TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR   
REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN 
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE        
REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF  
SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA,    
SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE,   
THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE PAYING
AGENT, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY   
(INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR  
ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND         
SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE   
THAT IS A BOOK ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A  
PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.                                  

EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY         
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO  
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE  
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY  
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH         
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED    
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH     
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE    
144A.                                                                           

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,     
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON 
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION                           
REQUIREMENTS OF THE SECURITIES ACT.(1)                                          

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

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PASS-THROUGH RATE:  4.60300%           MASTER SERVICER:  CAPMARK FINANCE INC.   

DENOMINATION:  $8,837,000 OR AS        SPECIAL SERVICER:  MIDLAND LOAN          
OTHERWISE SET FORTH ON SCHEDULE A                         SERVICES, INC.        
HERETO                                                                          
                              TRUSTEE:  WELLS FARGO BANK, N.A.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007    PAYING AGENT:  WELLS FARGO BANK, N.A.    

CUT-OFF DATE:  AS SET FORTH IN THE     CUSIP NO.:  U4818C AM6(1), 46630D BG6(2),
POOLING AND SERVICING AGREEMENT (AS    46630D BH4(3)                            
DEFINED HEREIN)                                                                 
                         ISIN NO.:  USU4818CAM65(1),
CLOSING DATE:  DECEMBER 20, 2007       US46630DBG60(2), US46630DBH44(3)         

FIRST DISTRIBUTION DATE:               COMMON CODE NO.:  [033781636](1),        
JANUARY 15, 2008                       [033781601](2)                           

APPROXIMATE AGGREGATE                  CERTIFICATE NO.:  M-1                    
CERTIFICATE BALANCE                                                             
OF THE CLASS M CERTIFICATES                                                     
AS OF THE CLOSING DATE:  $8,837,000                                             

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

(2) For Book-Entry Rule 144A Only.                                              

(3) For Institutional Accredited Investors Only.                                

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 CLASS M CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling   
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination of this Certificate specified  
on the face hereof, by the aggregate initial Certificate Balance of the Class M 
Certificates. The Certificates are designated as the J.P. MORGAN CHASE          
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. 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 Class M Pass-Through   
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 M Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of $250,000 initial Certificate Balance, and in integral   
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

            The Pooling and Servicing Agreement may also be amended from time to
time by the Trustee, the Paying Agent, the Depositor, the Master Servicer and   
the Special Servicer, with the consent of the Holders of Certificates evidencing
in the aggregate not less than 66-2/3% of the Percentage Interests of each      
Class of Certificates affected thereby for the purpose of adding any provisions 
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders 
of Certificates of such Class; provided, however, that no such amendment shall: 

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            Authenticating Agent

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

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SCHEDULE A

Certificate Balance of                              
Definitive Certificates                               
exchanged or transferred                              
for, or issued in exchange                              
for or upon transfer of, an    Remaining Certificate      
               interest in this         Balance of Book-Entry       Notation
Date        Book-Entry Certificate           Certificate            Made By 
---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

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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-21

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS N

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY 
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION  
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR    
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH        
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.                                                                            

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,    
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL       
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT   
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS  
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE         
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE     
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE           
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,  
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE        
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A        
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR 
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS  
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION 
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF 
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.            

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. THE PORTION OF THE CERTIFICATE BALANCE OF THE          
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF  
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL       
SUPPORT DEFICIT ALLOCABLE TO THIS 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. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR       
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.                   

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE     
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER    
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND      
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE   
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE         
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO     
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), A   
GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS   
DEFINED IN SECTION 3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER    
SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR
LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF    
ERISA OR THE CODE (EACH, A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING
THE ASSETS OF ANY SUCH A PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS      
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR     
PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),    
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER   
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY   
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION          
PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF PROHIBITED         
TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR   
REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN 
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE        
REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF  
SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA,    
SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE,   
THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE PAYING
AGENT, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY   
(INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR  
ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND         
SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE   
THAT IS A BOOK ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A  
PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.                                  

EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY         
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO  
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE  
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY  
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH         
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED    
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH     
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE    
144A.                                                                           

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,     
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON 
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION                           
REQUIREMENTS OF THE SECURITIES ACT.(1)                                          

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

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PASS-THROUGH RATE:  4.60300%           MASTER SERVICER:  CAPMARK FINANCE INC.   

DENOMINATION:  $4,419,000 OR AS        SPECIAL SERVICER:  MIDLAND LOAN          
OTHERWISE SET FORTH ON SCHEDULE A                         SERVICES, INC.        
HERETO                                                                          
                              TRUSTEE:  WELLS FARGO BANK, N.A.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007    PAYING AGENT:  WELLS FARGO BANK, N.A.    

CUT-OFF DATE:  AS SET FORTH IN THE     CUSIP NO.:  U4818C AP9(1), 46630D        
POOLING AND SERVICING AGREEMENT (AS    BL5(2), 46630D BM3(3)                    
DEFINED HEREIN)                                                                 
                         ISIN NO.:  USU4818CAP96(1),
CLOSING DATE:  DECEMBER 20, 2007       US46630DBL55(2), US46630DBM39(3)         

FIRST DISTRIBUTION DATE:               COMMON CODE NO.:  [033781679](1),        
JANUARY 15, 2008                       [033781652](2)                           

APPROXIMATE AGGREGATE                  CERTIFICATE NO.:  N-1                    
CERTIFICATE BALANCE                                                             
OF THE CLASS N CERTIFICATES                                                     
AS OF THE CLOSING DATE:  $4,419,000                                             

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

(2) For Book-Entry Rule 144A Only.                                              

(3) For Institutional Accredited Investors Only.                                

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 CLASS N CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling   
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination of this Certificate specified  
on the face hereof, by the aggregate initial Certificate Balance of the Class N 
Certificates. The Certificates are designated as the J.P. MORGAN CHASE          
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. 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 Class N Pass-Through   
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 N Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of $250,000 initial Certificate Balance, and in integral   
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

    The Pooling and Servicing Agreement may also be amended from
time to time by the Trustee, the Paying Agent, the Depositor, the Master        
Servicer and the Special Servicer, with the consent of the Holders of           
Certificates evidencing in the aggregate not less than 66-2/3% of the           
Percentage Interests of each Class of Certificates affected thereby for the     
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any 
manner the rights of the Holders of Certificates of such Class; provided,       
however, that no such amendment shall:                                          

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            Authenticating Agent

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

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SCHEDULE A

Certificate Balance of                              
Definitive Certificates                               
exchanged or transferred                              
for, or issued in exchange                              
for or upon transfer of, an    Remaining Certificate      
               interest in this         Balance of Book-Entry       Notation
Date        Book-Entry Certificate           Certificate            Made By 
---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

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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-22

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS P

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY 
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION  
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR    
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH        
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.                                                                            

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,    
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL       
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT   
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS  
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE         
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE     
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE           
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,  
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE        
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A        
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR 
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS  
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION 
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF 
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.            

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. THE PORTION OF THE CERTIFICATE BALANCE OF THE          
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF  
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL       
SUPPORT DEFICIT ALLOCABLE TO THIS 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. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR       
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.                   

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE     
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER    
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND      
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE   
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE         
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO     
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), A   
GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS   
DEFINED IN SECTION 3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER    
SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR
LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF    
ERISA OR THE CODE (EACH, A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING
THE ASSETS OF ANY SUCH A PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS      
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR     
PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),    
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER   
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY   
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION          
PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF PROHIBITED         
TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR   
REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN 
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE        
REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF  
SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA,    
SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE,   
THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE PAYING
AGENT, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY   
(INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR  
ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND         
SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE   
THAT IS A BOOK ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A  
PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.                                  

EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY         
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO  
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE  
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY  
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH         
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED    
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH     
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE    
144A.                                                                           

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,     
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON 
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION                           
REQUIREMENTS OF THE SECURITIES ACT.(1)                                          

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

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PASS-THROUGH RATE:  4.60300%          MASTER SERVICER: CAPMARK FINANCE INC.     

DENOMINATION:  $5,891,000 OR AS       SPECIAL SERVICER:  MIDLAND LOAN           
OTHERWISE SET FORTH ON SCHEDULE A                        SERVICES, INC.         
HERETO                                                                          
                            TRUSTEE:  WELLS FARGO BANK, N.A.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007   PAYING AGENT:  WELLS FARGO BANK, N.A.     

CUT-OFF DATE:  AS SET FORTH IN THE    CUSIP NO.:  U4818C AQ7(1), 46630D BN1(2), 
POOLING AND SERVICING AGREEMENT (AS   46630D BP6(3)                             
DEFINED HEREIN)                                                                 
                       ISIN NO.:  USU4818CAQ79(1),
CLOSING DATE:  DECEMBER 20, 2007      US46630DBN12(2), US46630DBP69(3)          

FIRST DISTRIBUTION DATE:              COMMON CODE NO.:  [033781717](1),         
JANUARY 15, 2008                      [033781687](2)                            

APPROXIMATE AGGREGATE                 CERTIFICATE NO.:  P-1                     
CERTIFICATE BALANCE                                                             
OF THE CLASS P CERTIFICATES                                                     
AS OF THE CLOSING DATE:  $5,891,000                                             

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

(2) For Book-Entry Rule 144A Only.                                              

(3) For Institutional Accredited Investors Only.                                

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 CLASS P CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

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 Fund created pursuant to the Pooling   
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination of this Certificate specified  
on the face hereof, by the aggregate initial Certificate Balance of the Class P 
Certificates. The Certificates are designated as the J.P. MORGAN CHASE          
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. 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 Class P Pass-Through   
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 P Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of $250,000 initial Certificate Balance, and in integral   
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

    The Pooling and Servicing Agreement may also be amended from
time to time by the Trustee, the Paying Agent, the Depositor, the Master        
Servicer and the Special Servicer, with the consent of the Holders of           
Certificates evidencing in the aggregate not less than 66-2/3% of the           
Percentage Interests of each Class of Certificates affected thereby for the     
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any 
manner the rights of the Holders of Certificates of such Class; provided,       
however, that no such amendment shall:                                          

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 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, N.A.,
                            Authenticating Agent

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

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SCHEDULE A

Certificate Balance of                              
Definitive Certificates                               
exchanged or transferred                              
for, or issued in exchange                              
for or upon transfer of, an    Remaining Certificate      
               interest in this         Balance of Book-Entry       Notation
Date        Book-Entry Certificate           Certificate            Made By 
---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

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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-23

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS Q

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY 
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION  
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR    
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH        
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.                                                                            

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,    
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL       
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT   
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS  
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE         
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE     
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE           
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,  
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE        
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A        
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR 
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS  
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION 
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF 
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.            

THIS CLASS Q 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. THE PORTION OF THE CERTIFICATE BALANCE OF THE          
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF  
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL       
SUPPORT DEFICIT ALLOCABLE TO THIS 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. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR       
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.                   

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE     
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER    
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND      
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE   
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE         
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO     
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), A   
GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS   
DEFINED IN SECTION 3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER    
SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR
LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF    
ERISA OR THE CODE (EACH, A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING
THE ASSETS OF ANY SUCH A PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS      
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR     
PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),    
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER   
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY   
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION          
PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF PROHIBITED         
TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR   
REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN 
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE        
REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF  
SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA,    
SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE,   
THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE PAYING
AGENT, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY   
(INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR  
ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND         
SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE   
THAT IS A BOOK ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A  
PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.                                  

EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY         
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO  
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE  
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY  
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH         
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED    
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH     
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE    
144A.                                                                           

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,     
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON 
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION                           
REQUIREMENTS OF THE SECURITIES ACT.(1)                                          

-------------------------                                                       

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PASS-THROUGH RATE: 4.60300%           MASTER SERVICER: CAPMARK FINANCE INC.     

DENOMINATION:  $4,419,000 OR AS       SPECIAL SERVICER:  MIDLAND LOAN           
OTHERWISE SET FORTH ON SCHEDULE A                        SERVICES, INC.         
HERETO                                                                          
                            TRUSTEE:  WELLS FARGO BANK, N.A.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007   PAYING AGENT:  WELLS FARGO BANK, N.A.     

CUT-OFF DATE:  AS SET FORTH IN THE    CUSIP NO.: U4818C AR5(1), 46630D BQ4(2),  
POOLING AND SERVICING AGREEMENT (AS   46630D BR2(3)                             
DEFINED HEREIN)                                                                 
                       ISIN NO.:  USU4818CAR52(1),
CLOSING DATE:  DECEMBER 20, 2007      US46630DBQ43(2), US46630DBR26(3)          

FIRST DISTRIBUTION DATE:              COMMON CODE NO.:  [033781733](1),         
JANUARY 15, 2008                      [033781725](2)                            

APPROXIMATE AGGREGATE                 CERTIFICATE NO.:  Q-1                     
CERTIFICATE BALANCE                                                             
OF THE CLASS Q CERTIFICATES                                                     
AS OF THE CLOSING DATE:  $4,419,000                                             

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

(2) For Book-Entry Rule 144A Only.                                              

(3) For Institutional Accredited Investors Only.                                

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 CLASS Q CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by                                                              

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

THIS CERTIFIES THAT CEDE & CO.                                                  

is the registered owner of the interest evidenced by this Certificate in the    
Class Q Certificates issued by the Trust Fund created pursuant to the Pooling   
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination of this Certificate specified  
on the face hereof, by the aggregate initial Certificate Balance of the Class Q 
Certificates. The Certificates are designated as the J.P. MORGAN CHASE          
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
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 Class Q Pass-Through   
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 Q Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of $250,000 initial Certificate Balance, and in integral   
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates as evidenced by a letter from each Rating Agency to such effect; to
modify, eliminate or add to the provisions of Section 5.02(c) of the Pooling and
Servicing Agreement or any other provision hereof restricting transfer of the   
Residual Certificates by virtue of their being the REMIC "residual interests,"  
provided that such change shall not, as evidenced by an Opinion of Counsel,     
cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or any of the  
Certificateholders (other than the Transferor) to be subject to a federal tax   
caused by a Transfer to a Person that is a Disqualified Organization or a       
Non-U.S. Person; to make any other provisions with respect to matters or        
questions arising under the Pooling and Servicing Agreement which shall not be  
materially inconsistent with the provisions of the Pooling and Servicing        
Agreement, provided that such action shall not, as evidenced by an Opinion of   
Counsel, adversely affect in any material respect the interests of any          
Certificateholder or Companion Holder not consenting thereto and result in the  
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates, as evidenced by a letter from each Rating Agency; to 
amend or supplement any provision of the Pooling and Servicing Agreement to the 
extent necessary to maintain the rating or ratings assigned to each Class of    
Certificates by each Rating Agency, provided that such change shall not result  
in the downgrade, withdrawal or qualification of the then-current rating        
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect; to modify the provisions of Sections 3.05 and 3.19 of the
Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if the Depositor, the Master
Servicer, the Trustee and the Directing Certificateholder determine that the    
commercial mortgage backed securities industry standard for such provisions has 
changed, in order to conform to such industry standard, such modification does  
not adversely affect the status of the Upper-Tier REMIC or the Lower-Tier REMIC 
as a REMIC, as evidenced by an Opinion of Counsel and each Rating Agency has    
delivered written confirmation that such modification would not result in the   
downgrade, withdrawal or qualification of any of the then current ratings of any
Class of Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any        
Companion Holder without the consent of such Companion Holder.                  

    The Pooling and Servicing Agreement may also be amended from
time to time by the Trustee, the Paying Agent, the Depositor, the Master        
Servicer and the Special Servicer, with the consent of the Holders of           
Certificates evidencing in the aggregate not less than 66-2/3% of the           
Percentage Interests of each Class of Certificates affected thereby for the     
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any 
manner the rights of the Holders of Certificates of such Class; provided,       
however, that no such amendment shall:                                          

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
 assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.                                                

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 2007                                                       

 CERTIFICATE OF AUTHENTICATION

  THIS IS ONE OF THE CLASS Q CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, N.A.,
                            Authenticating Agent

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

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SCHEDULE A

Certificate Balance of                              
Definitive Certificates                               
exchanged or transferred                              
for, or issued in exchange                              
for or upon transfer of, an    Remaining Certificate      
               interest in this         Balance of Book-Entry       Notation
Date        Book-Entry Certificate           Certificate            Made By 
---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

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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

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS T

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY 
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION  
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR    
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH        
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.                                                                            

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,    
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL       
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT   
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS  
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE         
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE     
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE           
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,  
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE        
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A        
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR 
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS  
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION 
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF 
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.            

THIS CLASS T 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. THE PORTION OF THE CERTIFICATE BALANCE OF THE          
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF  
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL       
SUPPORT DEFICIT ALLOCABLE TO THIS 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. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR       
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.                   

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE     
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER    
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND      
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE   
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE         
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO     
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), A   
GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS   
DEFINED IN SECTION 3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER    
SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR
LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF    
ERISA OR THE CODE (EACH, A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING
THE ASSETS OF ANY SUCH A PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS      
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR     
PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),    
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER   
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY   
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION          
PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF PROHIBITED         
TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR   
REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN 
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE        
REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF  
SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA,    
SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE,   
THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE PAYING
AGENT, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY   
(INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR  
ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND         
SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE   
THAT IS A BOOK ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A  
PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.                                  

EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY         
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO  
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE  
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY  
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH         
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED    
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH     
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE    
144A.                                                                           

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,     
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON 
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION                           
REQUIREMENTS OF THE SECURITIES ACT.(1)                                          

-------------------------                                                       

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PASS-THROUGH RATE: 4.60300%           MASTER SERVICER:  CAPMARK FINANCE INC.    

DENOMINATION:  $2,946,000 OR AS       SPECIAL SERVICER:  MIDLAND LOAN           
OTHERWISE SET FORTH ON SCHEDULE A                        SERVICES, INC.         
HERETO                                                                          
                           TRUSTEE:  WELLS FARGO BANK N.A.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007   PAYING AGENT:  WELLS FARGO BANK N.A.      

CUT-OFF DATE:  AS SET FORTH IN THE    CUSIP NO.: U4818C AS3(1), 46630D BS0(2),  
POOLING AND SERVICING AGREEMENT (AS   46630D BT8(3)                             
DEFINED HEREIN)                                                                 
                       ISIN NO.:  USU4818CAS36(1),
CLOSING DATE:  DECEMBER 20, 2007      US46630DBS09(2), US46630DBT81(3)          

FIRST DISTRIBUTION DATE:              COMMON CODE NO.:  [033781776](1),         
JANUARY 15, 2008                      [033781768](2)                            

APPROXIMATE AGGREGATE                 CERTIFICATE NO.:  T-1                     
CERTIFICATE BALANCE                                                             
OF THE CLASS T CERTIFICATES                                                     
AS OF THE CLOSING DATE:  $2,946,000                                             

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

(2) For Book-Entry Rule 144A Only.                                              

(3) For Institutional Accredited Investors Only.                                

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 CLASS T CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by                                                              

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

THIS CERTIFIES THAT CEDE & CO.                                                  

is the registered owner of the interest evidenced by this Certificate in the    
Class T Certificates issued by the Trust Fund created pursuant to the Pooling   
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination of this Certificate specified  
on the face hereof, by the aggregate initial Certificate Balance of the Class T 
Certificates. The Certificates are designated as the J.P. MORGAN CHASE          
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

           This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections      
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each      
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no  
action inconsistent with the treatment of, this Certificate in accordance with  
the preceding sentence for purposes of federal income taxes, state and local    
income and franchise taxes and other taxes imposed on or measured by income.    

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
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 Class T Pass-Through   
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 T Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of $250,000 initial Certificate Balance, and in integral   
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates as evidenced by a letter from each Rating Agency to such effect; to
modify, eliminate or add to the provisions of Section 5.02(c) of the Pooling and
Servicing Agreement or any other provision hereof restricting transfer of the   
Residual Certificates by virtue of their being the REMIC "residual interests,"  
provided that such change shall not, as evidenced by an Opinion of Counsel,     
cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or any of the  
Certificateholders (other than the Transferor) to be subject to a federal tax   
caused by a Transfer to a Person that is a Disqualified Organization or a       
Non-U.S. Person; to make any other provisions with respect to matters or        
questions arising under the Pooling and Servicing Agreement which shall not be  
materially inconsistent with the provisions of the Pooling and Servicing        
Agreement, provided that such action shall not, as evidenced by an Opinion of   
Counsel, adversely affect in any material respect the interests of any          
Certificateholder or Companion Holder not consenting thereto and result in the  
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates, as evidenced by a letter from each Rating Agency; to 
amend or supplement any provision of the Pooling and Servicing Agreement to the 
extent necessary to maintain the rating or ratings assigned to each Class of    
Certificates by each Rating Agency, provided that such change shall not result  
in the downgrade, withdrawal or qualification of the then-current rating        
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect; to modify the provisions of Sections 3.05 and 3.19 of the
Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if the Depositor, the Master
Servicer, the Trustee and the Directing Certificateholder determine that the    
commercial mortgage backed securities industry standard for such provisions has 
changed, in order to conform to such industry standard, such modification does  
not adversely affect the status of the Upper-Tier REMIC or the Lower-Tier REMIC 
as a REMIC, as evidenced by an Opinion of Counsel and each Rating Agency has    
delivered written confirmation that such modification would not result in the   
downgrade, withdrawal or qualification of any of the then current ratings of any
Class of Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any        
Companion Holder without the consent of such Companion Holder.                  

    The Pooling and Servicing Agreement may also be amended from
time to time by the Trustee, the Paying Agent, the Depositor, the Master        
Servicer and the Special Servicer, with the consent of the Holders of           
Certificates evidencing in the aggregate not less than 66-2/3% of the           
Percentage Interests of each Class of Certificates affected thereby for the     
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any 
manner the rights of the Holders of Certificates of such Class; provided,       
however, that no such amendment shall:                                          

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
 assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.                                                

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 2007                                                       

 CERTIFICATE OF AUTHENTICATION

  THIS IS ONE OF THE CLASS T CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, N.A.,
                            Authenticating Agent

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

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SCHEDULE A

Certificate Balance of                              
Definitive Certificates                               
exchanged or transferred                              
for, or issued in exchange                              
for or upon transfer of, an    Remaining Certificate      
               interest in this         Balance of Book-Entry       Notation
Date        Book-Entry Certificate           Certificate            Made By 
---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

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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

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2007-C1, CLASS NR

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS      
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,    
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE      
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT  
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.                              

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,    
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL       
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT   
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS  
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE         
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS 
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION      
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED      
INVESTOR" WITHIN THE MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION          
REQUIREMENTS UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION MEETING   
THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES   
ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION        
REQUIREMENTS OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE        
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN  
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO 
THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON 
THE LAST PAGE OF THIS CERTIFICATE.                                              

THIS CLASS NR 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. THE PORTION OF THE CERTIFICATE BALANCE OF THE          
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF  
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL       
SUPPORT DEFICIT ALLOCABLE TO THIS 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. THIS CERTIFICATE REPRESENTS A REMIC REGULAR        
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.                   

Unless this Certificate is presented by an authorized representative of The     
Depository Trust Company, a New York corporation ("DTC"), to the certificate    
registrar 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 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.                                     

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE     
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER    
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND      
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE   
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE         
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO     
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), A   
GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS   
DEFINED IN SECTION 3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER    
SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR
LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF    
ERISA OR THE CODE (EACH, A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING
THE ASSETS OF ANY SUCH A PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS      
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR     
PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),    
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER   
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY   
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION          
PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF PROHIBITED         
TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR   
REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN 
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE        
REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF  
SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA,    
SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE,   
THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE PAYING
AGENT, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY   
(INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR  
ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND         
SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE   
THAT IS A BOOK ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A  
PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.                                  

EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY         
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO  
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE  
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY  
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH         
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED    
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH     
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE    
144A.                                                                           

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,     
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON 
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION                           
REQUIREMENTS OF THE SECURITIES ACT.(1)                                          

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

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PASS-THROUGH RATE:  4.60300%          MASTER SERVICER: CAPMARK FINANCE INC.     

DENOMINATION:  $25,039,244 OR AS      SPECIAL SERVICER:  MIDLAND LOAN           
OTHERWISE SET FORTH ON SCHEDULE A                        SERVICES, INC.         
HERETO                                                                          
                            TRUSTEE:  WELLS FARGO BANK, N.A.
DATE OF POOLING AND SERVICING                                                   
AGREEMENT:  AS OF DECEMBER 20, 2007   PAYING AGENT:  WELLS FARGO BANK, N.A.     

CUT-OFF DATE:  AS SET FORTH IN THE    CUSIP NO.:  U4818C AT1(1), 46630D BU5(2), 
POOLING AND SERVICING AGREEMENT (AS   46630 BV3(3)                              
DEFINED HEREIN)                                                                 
                       ISIN NO.:  USU4818CAT19(1),
CLOSING DATE:  DECEMBER 20, 2007      US46630DBU54(2), US46630DBV38(3)          

FIRST DISTRIBUTION DATE:              COMMON CODE NO.:  [033781806](1),         
JANUARY 15, 2008                      [033781792](2)                            

APPROXIMATE AGGREGATE                 CERTIFICATE NO.:  NR-1                    
CERTIFICATE BALANCE                                                             
OF THE CLASS NR CERTIFICATES                                                    
AS OF THE CLOSING DATE:  $25,039,244                                            

-------------------------                                                       

(1) For Book-Entry Regulation S Investors Only.                                 

(2) For Book-Entry Rule 144A Only.                                              

(3) For Institutional Accredited Investors Only.                                

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CLASS NR CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain on Sale Account   
and the REO Accounts, formed and sold by                                        

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

THIS CERTIFIES THAT CEDE & CO.                                                  

is the registered owner of the interest evidenced by this Certificate in the    
Class NR Certificates issued by the Trust Fund created pursuant to the Pooling  
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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 Denomination of this Certificate specified  
on the face hereof, by the aggregate initial Certificate Balance of the Class NR
Certificates. The Certificates are designated as the J.P. MORGAN CHASE          
COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 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 Fund.               

      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.                  

          This Certificate represents a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in      
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended   
(the "Code"). Each Holder of this Certificate, by acceptance hereof, agrees to  
treat, and take no action inconsistent with the treatment of, this Certificate  
in accordance with the preceding sentence for purposes of federal income taxes, 
state and local income and franchise taxes and other taxes imposed on or        
measured by income.                                                             

         Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is   
registered as of the related Record Date, an amount equal to such Person's pro  
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then             
distributable, if any, allocable to the Class of Certificates of the same Class 
as this Certificate for such Distribution Date, all as more fully described in  
the Pooling and Servicing Agreement. 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 Class NR Pass-Through  
Rate specified above 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 equal to this         
Certificate's pro rata share of the Available Distribution 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.                                         

           Collateral Support Deficit and Certificate Deferred Interest 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 Collateral Support Deficit or Certificate Deferred Interest 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, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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 NR Certificates will be issued in book-entry form through the facilities  
of DTC in Denominations of $250,000 initial Certificate Balance, and in integral
multiples of $1 in excess thereof, with one Certificate of each such Class      
evidencing an additional amount equal to the remainder of the initial           
Certificate Balance of such Class.                                              

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

    The Pooling and Servicing Agreement may also be amended from
time to time by the Trustee, the Paying Agent, the Depositor, the Master        
Servicer and the Special Servicer, with the consent of the Holders of           
Certificates evidencing in the aggregate not less than 66-2/3% of the           
Percentage Interests of each Class of Certificates affected thereby for the     
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any 
manner the rights of the Holders of Certificates of such Class; provided,       
however, that no such amendment shall:                                          

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 2007                                                       

 CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS NR CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, N.A.,
                            Authenticating Agent

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

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SCHEDULE A

Certificate Balance of                              
Definitive Certificates                               
exchanged or transferred                              
for, or issued in exchange                              
for or upon transfer of, an    Remaining Certificate      
               interest in this         Balance of Book-Entry       Notation
Date        Book-Entry Certificate           Certificate            Made By 
---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

---------  ----------------------------  ------------------------  -------------

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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

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 SERIES 2007-C1, CLASS R

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR THE LAWS OF ANY    
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION  
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR    
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH        
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.                                                                            

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,    
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL       
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT   
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE         
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE       
REQUIREMENTS OF RULE 144A.                                                      

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS 
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO 
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE       
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN    
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE  
POOLING AND SERVICING AGREEMENT.                                                

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS  
AN EMPLOYEE BENEFIT PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT      
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 
4975 OF THE CODE. OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, 
OR A CHURCH PLAN, AS DEFINED IN SECTION 3(33) OF ERISA, FOR WHICH NO ELECTION   
HAS BEEN MADE UNDER SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR         
INVESTING THE ASSETS OF A PLAN.                                                 

THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT 
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND  
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS  
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE  
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED              
ORGANIZATIONS, NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION    
5.02 OF THE POOLING AND SERVICING AGREEMENT AND SHALL BE REQUIRED TO FURNISH AN 
AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER     
THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN   
CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER      
MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED      
TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND    
INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT
IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH 
FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING 
THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT  
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR  
FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY OF SUCH PERSON
OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY   
PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED       
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED 
TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY  
NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS        
CERTIFICATE REPRESENTS A "NON-ECONOMIC RESIDUAL INTEREST," AS DEFINED IN        
TREASURY REGULATIONS SECTION 1.860E-l(c), AND THEREFORE, TRANSFERS OF THIS      
CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO     
SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE         
DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY     
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO   
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN        
TREASURY REGULATIONS.                                                           

PERCENTAGE INTEREST EVIDENCED BY THIS    MASTER SERVICER: CAPMARK FINANCE INC.  
CERTIFICATE:  100%                                                              
                                 SPECIAL SERVICER:  MIDLAND LOAN
DATE OF POOLING AND SERVICING                               SERVICES, INC.      
AGREEMENT:  AS OF DECEMBER 20, 2007                                             
                                  TRUSTEE:  WELLS FARGO BANK, N.A.
CUT-OFF DATE:  AS SET FORTH IN THE                                              
POOLING AND SERVICING AGREEMENT (AS      PAYING AGENT:  WELLS FARGO BANK, N.A.  
DEFINED HEREIN)                                                                 
                        CUSIP NO.:  46630D BW1
CLOSING DATE:  DECEMBER 20, 2007                                                
                         ISIN NO.:  US46630DBW11
FIRST DISTRIBUTION DATE:                                                        
JANUARY 15, 2008                         CERTIFICATE NO.:  R-1                  

CLASS R PERCENTAGE INTEREST:  100%                                              

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 CLASS R CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

THIS CERTIFIES THAT JPMORGAN CHASE BANK, NATIONAL ASSOCIATION                   

is the registered owner of the interest evidenced by this Certificate in the    
Class R Certificates issued by the Trust Fund created pursuant to the Pooling   
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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
of Certificates specified on the face hereof. The Certificates are designated as
the J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial  
Mortgage Pass-Through Certificates, Series 2007-C1 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 Fund.                                                                 

      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.                  

           This Class R Certificate is a "residual interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in      
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.  
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance    
with the preceding sentence for purposes of federal income taxes, state and     
local income and franchise taxes and other taxes imposed on or measured by      
income. The Holder of the largest Percentage Interest in the Class R            
Certificates shall be the "tax matters person" for the Upper-Tier REMIC pursuant
to Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby  
irrevocably designated and shall serve as attorney-in-fact and agent for any    
such Person that is the "tax matters person".                                   

     Pursuant to the terms of the Pooling and Servicing Agreement,
distributions, if any, on this Certificate shall be made by the Paying Agent in 
an amount equal to such Person's pro rata share (based on the Percentage        
Interest represented by this Certificate) and to the extent and subject to the  
limitations set forth in the Pooling and Servicing Agreement, on the            
Distribution Date to the Person in whose name this Certificate is registered as 
of the related 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.         

        The Certificates are limited in right of payment to, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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.                             

       Each Person who has or who acquires any Ownership Interest in a
Class R 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 Trustee under Section 5.02(d) of the Pooling and
Servicing Agreement to deliver payments to a Person other than such Person. The 
rights of each Person acquiring any Ownership Interest in a Class R Certificate 
are expressly subject to the following provisions: (A) No Person holding or     
acquiring any Ownership Interest in a Class R Certificate shall be a            
Disqualified Organization or agent thereof (including a nominee, middleman or   
similar person) (an "Agent"), a Plan or a Person acting on behalf of or         
investing the assets of a Plan (such Plan or Person, an "ERISA Prohibited       
Holder") or a Non-U.S. Person and shall promptly notify the Master Servicer, the
Trustee and the Certificate Registrar of any change or impending change to such 
status; (B) In connection with any proposed Transfer of any Ownership Interest  
in a Class R Certificate, the Certificate Registrar shall require delivery to   
it, and no Transfer of any Class R Certificate shall be registered until the    
Certificate Registrar receives, an affidavit substantially in the form attached 
to the Pooling and Servicing Agreement as Exhibit D-1 (a "Transfer Affidavit")  
from the proposed Transferee, in form and substance satisfactory to the         
Certificate Registrar, representing and warranting, among other things, that    
such Transferee is not a Disqualified Organization or Agent thereof, an ERISA   
Prohibited Holder or a Non-U.S. Person, and that it has reviewed the provisions 
of Section 5.02(d) of the Pooling and Servicing Agreement and agrees to be bound
by them; (C) Notwithstanding the delivery of a Transfer Affidavit by a proposed 
Transferee under clause (B) above, if the Certificate Registrar has actual      
knowledge that the proposed Transferee is a Disqualified Organization or Agent  
thereof, an ERISA Prohibited Holder or a Non-U.S. Person, no Transfer of an     
Ownership Interest in a Class R Certificate to such proposed Transferee shall be
effected; and (D) Each Person holding or acquiring any Ownership Interest in a  
Class R Certificate shall agree (1) to require a Transfer Affidavit from any    
prospective Transferee to whom such Person attempts to transfer its Ownership   
Interest in such Class R Certificate and (2) not to transfer its Ownership      
Interest in such Class R Certificate unless it provides to the Certificate      
Registrar a letter substantially in the form attached to the Pooling and        
Servicing Agreement as Exhibit D-2 (a "Transferor Letter") certifying that,     
among other things, it has no actual knowledge that such prospective Transferee 
is a Disqualified Organization, an Agent thereof, an ERISA Prohibited Holder or 
a Non-U.S. Person.                                                              

     The Class R and Class LR Certificates will be issued in fully
registered, certificated form, in Denominations representing Percentage         
Interests of not less than 20%.                                                 

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

    The Pooling and Servicing Agreement may also be amended from
time to time by the Trustee, the Paying Agent, the Depositor, the Master        
Servicer and the Special Servicer, with the consent of the Holders of           
Certificates evidencing in the aggregate not less than 66-2/3% of the           
Percentage Interests of each Class of Certificates affected thereby for the     
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any 
manner the rights of the Holders of Certificates of such Class; provided,       
however, that no such amendment shall:                                          

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 2007                                                       

 CERTIFICATE OF AUTHENTICATION

  THIS IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, N.A.,
                            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-27

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES 

SERIES 2007-C1, CLASS LR

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR THE LAWS OF ANY    
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION  
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR    
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH        
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.                                                                            

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,    
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL       
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT   
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE         
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED 
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE       
REQUIREMENTS OF RULE 144A.                                                      

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS 
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO 
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE       
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN    
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE  
POOLING AND SERVICING AGREEMENT.                                                

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS  
AN EMPLOYEE BENEFIT PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT      
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 
4975 OF THE CODE. OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, 
OR A CHURCH PLAN, AS DEFINED IN SECTION 3(33) OF ERISA, FOR WHICH NO ELECTION   
HAS BEEN MADE UNDER SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR         
INVESTING THE ASSETS OF A PLAN.                                                 

THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT 
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND  
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS  
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE  
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED              
ORGANIZATIONS, NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION    
5.02 OF THE POOLING AND SERVICING AGREEMENT AND SHALL BE REQUIRED TO FURNISH AN 
AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER     
THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN   
CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER      
MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED      
TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND    
INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT
IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH 
FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING 
THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT  
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR  
FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY OF SUCH PERSON
OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY   
PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED       
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED 
TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY  
NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS        
CERTIFICATE REPRESENTS A "NON-ECONOMIC RESIDUAL INTEREST," AS DEFINED IN        
TREASURY REGULATIONS SECTION 1.860E-l(c), AND THEREFORE, TRANSFERS OF THIS      
CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO     
SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE         
DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY     
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO   
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN        
TREASURY REGULATIONS.                                                           

PERCENTAGE INTEREST EVIDENCED BY THIS    MASTER SERVICER:  CAPMARK FINANCE INC. 
CERTIFICATE:  100%                                                              
                                 SPECIAL SERVICER:  MIDLAND LOAN
DATE OF POOLING AND SERVICING                               SERVICES, INC.      
AGREEMENT:  AS OF DECEMBER 20, 2007                                             
                                  TRUSTEE:  WELLS FARGO BANK, N.A.
CUT-OFF DATE:  AS SET FORTH IN THE                                              
POOLING AND SERVICING AGREEMENT (AS      PAYING AGENT:  WELLS FARGO BANK, N.A.  
DEFINED HEREIN)                                                                 
                        CUSIP NO.:  46630D BX9
CLOSING DATE:  DECEMBER 20, 2007                                                
                         ISIN NO.:  US46630DBX93
FIRST DISTRIBUTION DATE:                                                        
JANUARY 15, 2008                         CERTIFICATE NO.:  LR-1                 

CLASS LR PERCENTAGE INTEREST:  100%                                             

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CLASS LR CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the  
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues      
received in respect thereof, the mortgagee's rights under the Insurance         
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from   
time to time be held in the Certificate Account, the Distribution Accounts, the 
Interest Reserve Account, the Floating Rate Account, the Gain-on-Sale Reserve   
Account and the REO Accounts, formed and sold by                                

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN 
CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE SPECIAL    
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR   
INSTRUMENTALITY OF THE UNITED STATES.                                           

THIS CERTIFIES THAT JPMORGAN CHASE BANK, NATIONAL ASSOCIATION                   

is the registered owner of the interest evidenced by this Certificate in the    
Class LR Certificates issued by the Trust Fund created pursuant to the Pooling  
and Servicing Agreement, dated as of December 20, 2007 (the "Pooling and        
Servicing Agreement"), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES   
CORP. (hereinafter called the "Depositor", which term includes any successor    
entity under the Pooling and Servicing Agreement), the Trustee, the Master      
Servicer, the Special Servicer and the Paying Agent. A summary of certain of the
pertinent provisions of the Pooling and Servicing Agreement is set forth        
hereafter. To the extent not defined herein, the capitalized terms used herein  
shall have the meanings assigned thereto 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
of Certificates specified on the face hereof. The Certificates are designated as
the J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2007-C1, Commercial  
Mortgage Pass-Through Certificates, Series 2007-C1 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 Fund.                                                                 

      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.                  

            This Class LR Certificate is a "residual interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in      
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.  
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance    
with the preceding sentence for purposes of federal income taxes, state and     
local income and franchise taxes and other taxes imposed on or measured by      
income. The Holder of the largest Percentage Interest in the Class LR           
Certificates shall be the "tax matters person" for the Lower-Tier REMIC pursuant
to Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby  
irrevocably designated and shall serve as attorney-in-fact and agent for any    
such Person that is the "tax matters person".                                   

     Pursuant to the terms of the Pooling and Servicing Agreement,
distributions, if any, on this Certificate shall be made by the Paying Agent in 
an amount equal to such Person's pro rata share (based on the Percentage        
Interest represented by this Certificate) and to the extent and subject to the  
limitations set forth in the Pooling and Servicing Agreement, on the            
Distribution Date to the Person in whose name this Certificate is registered as 
of the related 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.         

        The Certificates are limited in right of payment to, among other
things, 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, the Certificate Account and the         
Distribution Accounts will be held on behalf of the Trustee on behalf of the    
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the     
Paying Agent (with respect to the Distribution Accounts) will be authorized to  
make withdrawals therefrom. Amounts on deposit in such accounts may be invested 
in Permitted Investments. Interest or other income earned on funds in the       
Certificate Account will be paid to the Master Servicer as 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 Fund.           

        All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the   
final distribution on any Certificate) to Certificateholders of record on the   
related Record Date by check mailed to the address set forth therefor in the    
Certificate Register or, provided that such Certificateholder has provided the  
Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, by wire transfer of immediately available funds to  
the account of such Certificateholder at a bank or other entity having          
appropriate facilities therefor. The final distribution on this Certificate     
shall be made in like manner, but only upon presentment and surrender of this   
Certificate at the offices of the Certificate Registrar or such other location  
specified in the notice to Certificateholders of such final distribution.       

           Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set     
aside and held uninvested in trust for the benefit of the non-tendering         
Certificateholders, whereupon the Trust Fund shall terminate. If any            
Certificates as to which notice has been given pursuant to Section 4.01(g) of   
the Pooling and Servicing Agreement shall not have been surrendered for         
cancellation within six months after the time specified in such notice, the     
Paying Agent shall mail a second notice to the remaining non-tendering          
Certificateholders to surrender their Certificates for cancellation to receive  
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for             
cancellation, the Paying Agent may, directly or through an agent, take          
appropriate steps to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of holding   
such funds in trust and of contacting such Certificateholders shall be paid out 
of such funds. No interest shall accrue or be payable to any Certificateholder  
on any amount held in trust as a result of such Certificateholder's failure to  
surrender its Certificate(s) for final payment thereof in accordance with       
Section 4.01(g) of the Pooling and Servicing Agreement.                         

         As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is      
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at   
the office of its transfer agent, 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-in-fact 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.                             

       Each Person who has or who acquires any Ownership Interest in a
Class LR 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 Trustee under Section 5.02(b) of the Pooling and
Servicing Agreement to deliver payments to a Person other than such Person. The 
rights of each Person acquiring any Ownership Interest in a Class LR Certificate
are expressly subject to the following provisions: (A) No Person holding or     
acquiring any Ownership Interest in a Class LR Certificate shall be a           
Disqualified Organization or agent thereof (including a nominee, middleman or   
similar person) (an "Agent"), a Plan or a Person acting on behalf of or         
investing the assets of a Plan (such Plan or Person, an "ERISA Prohibited       
Holder") or a Non-U.S. Person and shall promptly notify the Master Servicer, the
Trustee and the Certificate Registrar of any change or impending change to such 
status; (B) In connection with any proposed Transfer of any Ownership Interest  
in a Class LR Certificate, the Certificate Registrar shall require delivery to  
it, and no Transfer of any Class LR Certificate shall be registered until the   
Certificate Registrar receives, an affidavit substantially in the form attached 
to the Pooling and Servicing Agreement as Exhibit D-1 (a "Transfer Affidavit")  
from the proposed Transferee, in form and substance satisfactory to the         
Certificate Registrar, representing and warranting, among other things, that    
such Transferee is not a Disqualified Organization or Agent thereof, an ERISA   
Prohibited Holder or a Non-U.S. Person, and that it has reviewed the provisions 
of Section 5.02(d) of the Pooling and Servicing Agreement and agrees to be bound
by them; (C) Notwithstanding the delivery of a Transfer Affidavit by a proposed 
Transferee under clause (B) above, if the Certificate Registrar has actual      
knowledge that the proposed Transferee is a Disqualified Organization or an     
Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Person, no Transfer of  
an Ownership Interest in a Class LR Certificate to such proposed Transferee     
shall be effected; and (D) Each Person holding or acquiring any Ownership       
Interest in a Class LR Certificate shall agree (1) to require a Transfer        
Affidavit from any prospective Transferee to whom such Person attempts to       
transfer its Ownership Interest in such Class LR Certificate and (2) not to     
transfer its Ownership Interest in such Class LR Certificate unless it provides 
to the Certificate Registrar a letter substantially in the form attached to the 
Pooling and Servicing Agreement as Exhibit D-2 (a "Transferor Letter")          
certifying that, among other things, it has no actual knowledge that such       
prospective Transferee is a Disqualified Organization, an Agent thereof, an     
ERISA Prohibited Holder or a Non-U.S. Person.                                   

     The Class R and Class LR Certificates will be issued in fully
registered, certificated form, in Denominations representing Percentage         
Interests of not less than 20%.                                                 

    No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or        
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement     
other than for transfers to Institutional Accredited Investors as provided in   
Section 5.02(g) thereof. In connection with any transfer to an Institutional    
Accredited Investor, the Transferor shall reimburse the Trust for any costs     
(including the cost of the Certificate Registrar's counsel's review of the      
documents and any legal opinions, submitted by the transferor or transferee to  
the Certificate Registrar as provided in Section 5.02 of the Pooling and        
Servicing Agreement) incurred by the Certificate Registrar in connection with   
such transfer. The Certificate Registrar may require payment by each transferor 
of a sum sufficient to cover any tax, expense or other governmental charge      
payable in connection with any such transfer or exchange.                       

    The Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent 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 Master     
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar nor 
any such agents shall be affected by any notice to the contrary.                

            The Pooling and Servicing Agreement may be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the    
Special Servicer, without the consent of any of the Certificateholders or the   
Companion Holders, to cure any ambiguity to the extent that it does not         
materially and adversely affect any Certificateholder or Companion Holder; to   
cause the provisions in the Pooling and Servicing Agreement to conform or be    
consistent with or in furtherance of the statements made in the Prospectus with 
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with   
any other provisions therein or to correct any error to the extent, in each     
case, it does not materially and adversely affect the interests of any          
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a   
REMIC, at all times that any Certificate is outstanding or to avoid or minimize 
the risk of the imposition of any tax on the Trust Fund or either of the        
Lower-Tier REMIC or the Upper-Tier REMIC pursuant to the Code that would be a   
claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC, provided that the Trustee has received an Opinion of Counsel (at the     
expense of the party requesting such amendment) to the effect that such action  
is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and such action will not adversely   
affect in any material respect the interests of any Certificateholder or any    
Companion Holder; to change the timing and/or nature of deposits into the       
Certificate Account, any Distribution Accounts or REO Account, provided that the
P&I Advance Date shall in no event be later than the Business Day prior to      
related Distribution Date, such change shall not, as evidenced by an Opinion of 
Counsel (at the expense of the party requesting such amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Paying Agent),  
adversely affect in any material respect the interests of any Certificateholder 
or any Companion Holder and such change shall not result in the withdrawal,     
downgrade or qualification of the then-current rating assigned to any Class of  
Certificates or Serviced Companion Loan Securities as evidenced by a letter from
each Rating Agency to such effect; to modify, eliminate or add to the provisions
of Section 5.02(c) of the Pooling and Servicing Agreement or any other provision
hereof restricting transfer of the Residual Certificates by virtue of their     
being the REMIC "residual interests," provided that such change shall not, as   
evidenced by an Opinion of Counsel, cause the Trust Fund, the Lower-Tier REMIC, 
the Upper-Tier REMIC or any of the Certificateholders (other than the           
Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Person; to make any other          
provisions with respect to matters or questions arising under the Pooling and   
Servicing Agreement which shall not be materially inconsistent with the         
provisions of the Pooling and Servicing Agreement, provided that such action    
shall not, as evidenced by an Opinion of Counsel, adversely affect in any       
material respect the interests of any Certificateholder or Companion Holder not 
consenting thereto and result in the downgrade, withdrawal or qualification of  
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency and, in the case of a Serviced Companion Loan, a 
Rating Agency rating any class of Serviced Companion Loan Securities, to such   
effect; to amend or supplement any provision of the Pooling and Servicing       
Agreement to the extent necessary to maintain the rating or ratings assigned to 
each Class of Certificates by each Rating Agency, and, in the case of a Serviced
Companion Loan, a Rating Agency rating any class of Serviced Companion Loan     
Securities, to such effect; provided that such change shall not result in the   
downgrade, withdrawal or qualification of the then-current rating assigned to   
any Class of Certificates or Serviced Companion Loan Securities, as evidenced by
a letter from each Rating Agency to such effect; to modify the provisions of    
Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to  
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement      
Amounts) if the Depositor, the Master Servicer, the Trustee and the Directing   
Certificateholder determine that the commercial mortgage backed securities      
industry standard for such provisions has changed, in order to conform to such  
industry standard, such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion 
of Counsel and each Rating Agency has delivered written confirmation that such  
modification would not result in the downgrade, withdrawal or qualification of  
any of the then current ratings of any Class of Certificates or Serviced        
Companion Loan Securities; provided that no such amendment changes in any manner
the obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase      
Agreement without the consent of such Mortgage Loan Seller or adversely affect  
any Companion Holder without the consent of such Companion Holder.              

    The Pooling and Servicing Agreement may also be amended from
time to time by the Trustee, the Paying Agent, the Depositor, the Master        
Servicer and the Special Servicer, with the consent of the Holders of           
Certificates evidencing in the aggregate not less than 66-2/3% of the           
Percentage Interests of each Class of Certificates affected thereby for the     
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Pooling and Servicing Agreement or of modifying in any 
manner the rights of the Holders of Certificates of such Class; provided,       
however, that no such amendment shall:                                          

       (i) reduce in any manner the amount of, or delay the timing of,
    payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate or which are required to be
    distributed to a Companion Holder, without the consent of such Companion
Holder; or                                                          

         (ii) reduce the aforesaid percentage of Certificates of any Class
 the Holders of which are required to consent to any such amendment or
     remove the requirement to obtain consent of the Companion Holders, in any
    such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or  

(iii) adversely affect the Voting Rights of any Class of
  Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or                                     

      (iv) change in any manner the obligations of any Mortgage Loan
      Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or                                 

         (v) without the consent of 100% of the Certificateholders and all
   the Companion Holders or written confirmation that such amendment would
 not result in the downgrading, qualification or withdrawal of ratings
     assigned to any Class of Certificates and any class of Serviced Companion
Loan Securities by any Rating Agency, amend the Servicing Standards.

      Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be      
required to consent to any amendment to the Pooling and Servicing Agreement     
without having first received an Opinion of Counsel (at the Trust Fund's        
expense) to the effect that such amendment is permitted under the Pooling and   
Servicing Agreement and that such amendment or the exercise of any power granted
to the Master Servicer, the Depositor, the Special Servicer, the Trustee, the   
Paying Agent or any other specified person in accordance with such amendment    
will not result in the imposition of a tax on any portion of the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the   
Upper-Tier REMIC to fail to qualify as a REMIC.                                 

     The Master Servicer, the Special Servicer, the Holders of the
Majority of the Controlling Class or the Holders of the Class LR Certificates   
may, at their option, upon 60 days' prior notice given to the Trustee, the      
Paying Agent and each of the other parties to the Pooling and Servicing         
Agreement, purchase all, but not less than all, of the Mortgage Loans and all   
property acquired in respect of any Mortgage Loan remaining in the Trust Fund,  
and thereby effect termination of the Trust Fund and early retirement of the    
then outstanding Certificates, on any Distribution Date on which the aggregate  
Stated Principal Balances of the Mortgage Loans and any REO Loans remaining in  
the Trust Fund is reduced to less than 1% of the aggregate Cut-off Date         
Principal Balance of all the Mortgage Loans.                                    

        Following the date on which the Offered Certificates retire, the
Sole Certificateholder may, at its option exchange all of its Certificates      
(other than the Residual Certificates) for all of the Mortgage Loans and each   
REO Property remaining in the Trust Fund pursuant to the terms of the Pooling   
and Servicing Agreement.                                                        

          The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all   
the Certificates to zero (including, without limitation, any such final payment 
resulting from a termination of the Trust Fund due to a sale of its property)   
pursuant to the terms of the Pooling and Servicing Agreement. In no event,      
however, will the Trust created by the Pooling and Servicing Agreement 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.                              

            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. The Certificate Registrar has executed this Certificate on     
behalf of the Trust Fund as Certificate Registrar under the Pooling and         
Servicing Agreement and makes no representation or warranty as to any of the    
statements contained herein or the validity or sufficiency of the Certificates  
or the Mortgage Loans.                                                          

         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, N.A.,
                                      not in its individual capacity
                                 but solely as Certificate
                                       Registrar under the Pooling and
                            Servicing Agreement.

                                           By: _______________________________
                                    AUTHORIZED SIGNATORY

Dated:  December 20, 2007                                                       

 CERTIFICATE OF AUTHENTICATION

   THIS IS ONE OF THE CLASS LR CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.                               

                               WELLS FARGO BANK, N.A.,
                            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 B

MORTGAGE LOAN SCHEDULE

JPMCC 2007-C1                                                                   
Mortgage Loan Schedule (Combined)                                               

                                                        [Enlarge/Download Table]

Loan #    Originator/Loan Seller    Mortgager Name                                                                   
------    ----------------------    -------------------------------------------------------------------------        
                                                                                                                     
SEQNUM    SELLER                    BORROWER                                                                         
1         JPMCB                     250 Williams Street LLC                                                          
2         JPMCB                     Orange City Mills Limited Partnership, Orange City Mills III Limited             
                                    Partnership                                                                      
3         JPMCB                     Transwest Hilton Head Property, L.L.C., Transwest Tucson Property, L.L.C.        
3.01      JPMCB                                                                                                      
3.02      JPMCB                                                                                                      
4         JPMCB                     Mall at Gurnee Mills, LLC                                                        
5         NATIXIS                   El Paso Outlet Center LLC                                                        
6         JPMCB                     H D Realty Associates, LLC, H D Hotel, LLC                                       
          JPMCB                     Parkway Center LLC                                                               
7         JPMCB                     Parkway Center LLC                                                               
8         JPMCB                     Parkway Center LLC                                                               
9         JPMCB                     Cedarville, II, LLC                                                              
10        JPMCB                     MB BP Portfolio II, L.L.C.                                                       
10.01     JPMCB                                                                                                      
10.02     JPMCB                                                                                                      
10.03     JPMCB                                                                                                      
10.04     JPMCB                                                                                                      
11        JPMCB                     Rubicon GSA II Centennial Tacoma, LLC                                            
13        JPMCB                     Landmark Ventures, LLC                                                           
14        JPMCB                     Dallas Berkshire Partners, Ltd.                                                  
15        JPMCB                     USA Build, LLC                                                                   
16        JPMCB                     U.S. Reif Parkway Fee, LLC                                                       
17        JPMCB                     Cole WF Chicago IL, LLC                                                          
18        JPMCB                     LUI2 Charlotte Park Avenue, L.P.                                                 
19        JPMCB                     2165 Sunset Blvd., LLC                                                           
20        JPMCB                     Ashland Hanover, LLC                                                             
21        NATIXIS                   Airport Management Inc                                                           
22        JPMCB                     Titan-Tres Puentes Land, LP                                                      
23        NATIXIS                   ARC RACADOH001, LLC, ARC RACAROH001, LLC, ARC RAELPOH001, LLC, ARC               
                                    RALISOH001, LLC, ARC RAPITPA001, LP, ARC RACARPA001, LP                          
23.01     NATIXIS                                                                                                    
23.02     NATIXIS                                                                                                    
23.03     NATIXIS                                                                                                    
23.04     NATIXIS                                                                                                    
23.05     NATIXIS                                                                                                    
23.06     NATIXIS                                                                                                    
24        JPMCB                     Trident Heritage Holdings, LLC                                                   
25        JPMCB                     3650 Shire, LLC                                                                  
26        JPMCB                     Medalist Properties 8, LLC                                                       
27        JPMCB                     Deercrest 13, L.L.C.                                                             
28        JPMCB                     Cole MT Fort Smith AR, LLC                                                       
29        NATIXIS                   SAT Airport, Inc.                                                                
30        JPMCB                     YFP Campus Pointe, LLC                                                           
31        JPMCB                     Columbiana Point II, LLC                                                         
32        JPMCB                     Silver Development LLC                                                           
33        JPMCB                     N'eyesh Properties LLC                                                           
34        JPMCB                     Frazer Shopping Center Investors, L.P.                                           
35        JPMCB                     InSite Dunmore (O'Neil), L.L.C.                                                  
36        JPMCB                     1300 West Industrial LLC                                                         
37        JPMCB                     O'Brien Investment Enterprises, LLLP                                             
38        JPMCB                     LUI2 Houston Scott Street, L.P.                                                  
39        JPMCB                     Yates San Bernardino, LLC                                                        
40        JPMCB                     Fox River Corporate Center 2006 LLC                                              
41        JPMCB                     YFP Ocean City, LLC                                                              
42        JPMCB                     Richmont Village, LLC                                                            
43        JPMCB                     Cumming Hospitality Group, LLC                                                   
44        JPMCB                     GLT Office Properties, LLC                                                       
45        JPMCB                     Highland Direct Property, LLC                                                    
46        NATIXIS                   Temple Lodging, LLC                                                              
47        JPMCB                     Laurel Pond LLC                                                                  
48        JPMCB                     Canton Road Distribution Center, LLC                                             
49        JPMCB                     NHP Treasure Coast TIC 1, LLC., NHP Treasure Coast TIC 2, LLC., NHP              
                                    Treasure Coast TIC 3, LLC., NHP Treasure Coast TIC 4, LLC., NHP Treasure         
                                    Coast TIC 5, LLC., NHP Treasure Coast TIC 6, LLC., NHP Treasure Coast            
                                    TIC 7, LLC., NHP Treasure Coast TIC 8, LLC., NHP Treasure Coast TIC 9,           
                                    LLC., NHP Treasure Coast TIC 10, LLC., NHP Treasure Coast TIC 11, LLC.,          
                                    NHP Treasure Coast TIC 12, LLC., NHP Treasure Coast TIC 13, LLC., NHP            
                                    Treasure Coast TIC 14, LLC., NHP Treasure Coast TIC 15, LLC., NHP                
                                    Treasure Coast, LLC.                                                             
50        NATIXIS                   The Foundry Building, LLC, Exchange Building, LLC, Cambridge Building,           
                                    LLC, Rearden Building, LLC, Winchester Building, LLC                             
50.01     NATIXIS                                                                                                    
50.02     NATIXIS                                                                                                    
50.03     NATIXIS                                                                                                    
50.04     NATIXIS                                                                                                    
50.05     NATIXIS                                                                                                    
51        JPMCB                     Shouneyia Properties, LLC                                                        
52        JPMCB                     ABMS Limited and Sutherland Family LLC                                           
53        JPMCB                     Henderson Kustom, LLC                                                            
54        JPMCB                     Niagara Realty (NY), LLC                                                         
55        JPMCB                     Titan Industrial Tri-County, Limited Partnership                                 
56        JPMCB                     AMS I New Braunfels Investments, LP, WMN AMS I New Braunfels Holdings, LP        
57        JPMCB                     7th & Arizona L.P.                                                               
58        JPMCB                     Winston I LLC, Winston II LLC                                                    
59        JPMCB                     Indian Valley Plaza, Ltd.                                                        
60        JPMCB                     1200 West Industrial LLC                                                         
61        JPMCB                     Insite Little Rock, L.L.C.                                                       


Loan #    Property Address                                  City                                                     
--------  -----------------------------------------------   --------------                                           
                                                                                                                     
SEQNUM    ADDRESS                                           CITY                                                     
1         250 Williams Street                               Atlanta                                                  
2         20 City Boulevard West                            Orange                                                   
3         Various                                           Various                                                  
3.01      3800 East Sunrise Drive                           Tucson                                                   
3.02      2 Grasslawn Avenue                                Hilton Head                                              
4         6170 West Grand Avenue                            Gurnee                                                   
5         7051 South Desert Boulevard                       El Paso                                                  
6         243 Tresser Boulevard                             Stamford                                                 
          100 City Parkway                                  Las Vegas                                                
7         100 City Parkway                                  Las Vegas                                                
8         100 City Parkway                                  Las Vegas                                                
9         7900 Cedarville Road                              Brandywine                                               
10        Various                                           Various                                                  
10.01     700 North US Highway 45                           Libertyville                                             
10.02     4412 Coloma Road                                  Coloma                                                   
10.03     104 Enterprise Boulevard                          Kinston                                                  
10.04     11500 Melrose Avenue                              Franklin Park                                            
11        1949 & 2121 South State Street                    Tacoma                                                   
13        1099 North Meridian Street                        Indianapolis                                             
14        8411 Preston Road                                 Dallas                                                   
15        5796, 5816, 5836, 5856 Corporate Avenue           Cypress                                                  
16        2103-2109 North Veteran's Parkway                 Bloomington                                              
17        2606 North Elston Avenue                          Chicago                                                  
18        1520 South Boulevard                              Charlotte                                                
19        2165-2177 Sunset Boulevard                        Rocklin                                                  
20        253 North Washington Highway                      Ashland                                                  
21        1301 Winterson Road                               Linthicum                                                
22        1501 North International Boulevard                Hidalgo                                                  
23        Various                                           Various                                                  
23.01     2270 Noblestown Road                              Pittsburgh                                               
23.02     320 York Road                                     Carlisle                                                 
23.03     342 West Main Street                              Carrollton                                               
23.04     614 Bradshaw Avenue                               East Liverpool                                           
23.05     651 Lincoln Avenue                                Cadiz                                                    
23.06     7844 State Route 45                               Lisbon                                                   
24        13427 Northeast 16th Street                       Bellevue                                                 
25        3600 Shire Boulevard                              Richardson                                               
26        7803 National Service Road                        Greensboro                                               
27        7363 North Via Paseo Del Sur                      Scottsdale                                               
28        7751 - 7803 Rogers Avenue                         Fort Smith                                               
29        8902 Jones Maltsberger Road                       San Antonio                                              
30        6225-6265 El Cajon Boulevard                      San Diego                                                
31        800 Columbiana Drive                              Irmo                                                     
32        201, 205 and 233 West 87th Street                 Chicago                                                  
33        1500 University Boulevard East                    Hyattsville                                              
34        480-490 Lancaster Avenue                          Frazer                                                   
35        1205 O'Neill Highway                              Dunmore                                                  
36        1300-1370 West Industrial Avenue                  Boynton Beach                                            
37        350 Town Center Avenue                            Suwanee                                                  
38        6102 Scott Street                                 Houston                                                  
39        888 Harriman Place                                San Bernadino                                            
40        150 South Lincolnway                              North Aurora                                             
41        800 West Avenue                                   Ocean City                                               
42        702 Fort Crook Road South                         Bellevue                                                 
43        915 Ronald Reagan Boulevard                       Cumming                                                  
44        4670, 4690, 4760, & 4764 East Fulton Street       Ada                                                      
45        2820 South Highland Avenue                        Lombard                                                  
46        12260 Morris Bridge Road                          Tampa                                                    
47        14201 Baltimore Boulevard                         Laurel                                                   
48        2197 Canton Road                                  Marietta                                                 
49        1265 36th Street                                  Vero Beach                                               
50        Various                                           Concord                                                  
50.01     360 Exchange Street                               Concord                                                  
50.02     355 John Galt Way                                 Concord                                                  
50.03     5325 Vining Street                                Concord                                                  
50.04     5345 Vining Street                                Concord                                                  
50.05     5389-5391 Village Drive                           Concord                                                  
51        525 East Big Beaver Road                          Troy                                                     
52        6230 Auburn Boulevard                             Citrus Heights                                           
53        3000 Kustom Drive                                 Hebron                                                   
54        2590 Military Road                                Niagara Falls                                            
55        5730 Tri County Parkway & 5850 Corridor Parkway   Schertz                                                  
56        1150 Loop 337                                     New Braunfels                                            
57        625 Arizona Avenue                                Santa Monica                                             
58        114 - 128 Hanes Mall Circle                       Winston-Salem                                            
59        245 Deo Drive                                     Newark                                                   
60        1200-1240 West Industrial Avenue                  Boynton Beach                                            
61        12018 Chenal Parkway                              Little Rock                                              


Loan #    State     Zip Code   County           Property Name                                      Size   Measure    
--------  -------   --------   --------------   ---------------------------------------------   -------   -----------
                                                                                                                     
SEQNUM    STATE          ZIP   COUNTY           PROP_NAME                                          SIZE   MEASURE    
1         GA           30303   Fulton           American Cancer Society Plaza                    998770   Square Feet
2         CA           92868   Orange           Block at Orange                                  698660   Square Feet
3         Various    Various   Various          Westin Portfolio                                    899   Rooms      
3.01      AZ           85718   Pima             The Westin - La Paloma                              487   Rooms      
3.02      SC           29928   Beaufort         The Westin - Hilton Head                            412   Rooms      
4         IL           60031   Lake             Gurnee Mills                                    1558930   Square Feet
5         TX           79835   El Paso          The Shoppes at El Paso                           378838   Square Feet
6         CT           06901   Fairfield        Stamford Marriott                                   506   Rooms      
          NV           89106   Clark            Molasky Corporate Center                         155290   Square Feet
7         NV           89106   Clark            Molasky Corporate Center - 3rd Loan              102810   Square Feet
8         NV           89106   Clark            Molasky Corporate Center - 2nd Loan               52480   Square Feet
9         MD           20613   Prince Georges   Brandywine Regency Warehouse                     624502   Square Feet
10        Various    Various   Various          Inland - Bradley Portfolio                      1118096   Square Feet
10.01     IL           60048   Lake             Inland - Libertyville                            197100   Square Feet
10.02     MI           49038   Berrien          Inland - Coloma                                  423230   Square Feet
10.03     NC           28504   Lenoir           Inland - Kinston                                 400000   Square Feet
10.04     IL           60131   Cook             Inland - 294 Tollway                              97766   Square Feet
11        WA           98405   Pierce           Centennial I & II                                239475   Square Feet
13        IN           46204   Marion           Landmark Office Center                           297544   Square Feet
14        TX           75225   Dallas           Berkshire Court                                  116340   Square Feet
15        CA           90630   Orange           Cypress Business Center                          149860   Square Feet
16        IL           61704   Mclean           Parkway Shopping Center                          213060   Square Feet
17        IL           60647   Cook             Wickes Chicago                                    48000   Square Feet
18        NC           28203   Mecklenburg      Park Avenue Building                              91860   Square Feet
19        CA           95765   Placer           California Family Fitness Center                  59850   Square Feet
20        VA           23005   Hanover          Ashland Hanover Shopping Center                  227158   Square Feet
21        MD           21090   Anne Arundel     Baywood Staybridge Suites BWI                       104   Rooms      
22        TX           78557   Hidalgo          Tres Puentes IV,V,VI                             314974   Square Feet
23        Various    Various   Various          ARC Rite Aid - I                                  75072   Square Feet
23.01     PA           15205   Allegheny        ARC Rite Aid - Pittsburgh, PA                     14564   Square Feet
23.02     PA           17013   Cumberland       ARC Rite Aid - Carlisle, PA                       14564   Square Feet
23.03     OH           44615   Carroll          ARC Rite Aid - Carrollton, OH                     12613   Square Feet
23.04     OH           43920   Columbiana       ARC Rite Aid - E Liverpool, OH                    11200   Square Feet
23.05     OH           43907   Harrison         ARC Rite Aid - Cadiz, OH                          11325   Square Feet
23.06     OH           44432   Columbiana       ARC Rite Aid - Lisbon, OH                         10806   Square Feet
24        WA           98005   King             LexisNexis Building                               52376   Square Feet
25        TX           75082   Dallas           The Shire - Richardson, TX                        83159   Square Feet
26        NC           27409   Guilford         Hampton Inn - Greensboro                            125   Rooms      
27        AZ           85258   Maricopa         Paseo Village                                    100615   Square Feet
28        AR           72903   Sebastian        Massard Farms                                    126584   Square Feet
29        TX           78216   Bexar            Baywood Hampton Inn & Suites San Antonio            106   Rooms      
30        CA           92115   San Diego        Campus Pointe                                    132861   Square Feet
31        SC           29063   Richland         Columbiana Point                                  65000   Square Feet
32        IL           60620   Cook             87th & Dan Ryan Ground Lease                     305415   Square Feet
33        MD           20783   Prince Georges   University Place Center                           28814   Square Feet
34        PA           19355   Chester          Frazer Shopping Center                            71750   Square Feet
35        PA           18512   Lackawanna       TMG/Universal Printing                           153536   Square Feet
36        FL           33426   Palm Beach       1300 West Industrial                              80840   Square Feet
37        GA           30024   Gwinnett         350 Town Center Park                              38259   Square Feet
38        TX           77021   Harris           Renaissance Center                                96039   Square Feet
39        CA           92408   San Bernardino   Best Buy                                          58000   Square Feet
40        IL           60542   Kane             Fox River Corporate Center                        52307   Square Feet
41        NJ           08226   Cape May         Super Fresh                                       39773   Square Feet
42        NE           68005   Sarpy            Richmont Village                                     99   Units      
43        GA           30041   Forsyth          Hampton Inn - Cumming, GA                            71   Rooms      
44        MI           49301   Kent             Alten Oaks                                        67937   Square Feet
45        IL           60148   Dupage           2820 Highland Avenue                              16362   Square Feet
46        FL           33637   Hillsborough     Baywood Fairfield Inn & Suites Temple Terrace        83   Rooms      
47        MD           20707   Prince Georges   Laurel Pond Shopping Center                       20164   Square Feet
48        GA           30066   Cobb             Canton Road Distribution Center                  140800   Square Feet
49        FL           32960   Indian River     PCTC Medical Building                             21500   Square Feet
50        NC           28027   Cabarrus         Afton Village                                     26264   Square Feet
50.01     NC           28027   Cabarrus         Exchange                                          11316   Square Feet
50.02     NC           28027   Cabarrus         Rearden                                            4995   Square Feet
50.03     NC           28027   Cabarrus         Cambridge                                          5000   Square Feet
50.04     NC           28027   Cabarrus         Winchester                                         2453   Square Feet
50.05     NC           28027   Cabarrus         Foundry                                            2500   Square Feet
51        MI           48083   Oakland          Willow Center                                     37089   Square Feet
52        CA           95621   Sacramento       Auburn Mini-Storage                                 749   Units      
53        KY           41048   Boone            Psion Teklogix Corporation Facility               60000   Square Feet
54        NY           14304   Niagara          KMart Niagara                                    102200   Square Feet
55        TX           78154   Guadalupe        Tri-County Business Park                          64000   Square Feet
56        TX           78130   Comal            Hill Country Climatized Storage                     535   Units      
57        CA           90401   Los Angeles      7th and Arizona                                   17600   Square Feet
58        NC           27103   Forsyth          114 - 128 Hanes Mall Circle                        9900   Square Feet
59        OH           43055   Licking          Indian Valley Plaza                              129063   Square Feet
60        FL           33426   Palm Beach       1200 West Industrial                              32000   Square Feet
61        AR           72211   Pulaski          12018 Chenal Parkway                               8000   Square Feet


Loan #    Interest Rate (%)   Net Mortgage Interest Rate   Original Balance   Cutoff Balance        Term             
--------  -----------------   --------------------------   ----------------   --------------   ---------             
                                                                                                                     
SEQNUM            MORT_RATE                NET_MORT_RATE           ORIG_BAL      CUT_OFF_BAL   LOAN_TERM             
1                   6.45150                      6.43000        136,000,000      136,000,000         120             
2                   6.25150                      6.23000        110,000,000      110,000,000          84             
3                   6.85900                      6.82750        105,000,000      105,000,000         120             
3.01                6.85900                                      75,107,656       75,107,656         120             
3.02                6.85900                                      29,892,345       29,892,345         120             
4                   5.76700                      5.74550         75,000,000       75,000,000         120             
5                   7.06000                      7.03850         70,000,000       70,000,000         120             
6                   5.79850                      5.77700         67,500,000       67,500,000         120             
                                                                 67,300,000       67,300,000                         
7                   6.22000                      6.17850         42,300,000       42,300,000         117             
8                   5.90000                      5.85850         25,000,000       25,000,000         117             
9                   6.60650                      6.58500         40,000,000       39,900,533         120             
10                  6.34300                      6.32150         38,315,000       38,315,000         120             
10.01               6.34300                                      14,807,000       14,807,000         120             
10.02               6.34300                                      10,017,000       10,017,000         120             
10.03               6.34300                                       8,930,000        8,930,000         120             
10.04               6.34300                                       4,561,000        4,561,000         120             
11                  6.35000                      6.32850         35,000,000       34,967,426         120             
13                  6.61750                      6.59600         24,400,000       24,378,441         120             
14                  6.57550                      6.53400         23,000,000       23,000,000          60             
15                  6.92030                      6.89880         21,100,000       21,100,000         120             
16                  6.51400                      6.49250         16,800,000       16,800,000         120             
17                  6.87700                      6.85550         15,925,000       15,925,000         120             
18                  6.72500                      6.65350         15,500,000       15,500,000          60             
19                  6.45000                      6.38850         15,100,000       15,100,000         120             
20                  6.55600                      6.53450         14,800,000       14,800,000         120             
21                  6.73100                      6.70950         14,000,000       13,981,969         120             
22                  6.55000                      6.51850         13,900,000       13,900,000         120             
23                  6.87500                      6.85350         12,808,265       12,808,265         120             
23.01               6.87500                                       4,110,527        4,110,527         120             
23.02               6.87500                                       3,007,738        3,007,738         120             
23.03               6.87500                                       1,730,000        1,730,000         120             
23.04               6.87500                                       1,630,000        1,630,000         120             
23.05               6.87500                                       1,240,000        1,240,000         120             
23.06               6.87500                                       1,090,000        1,090,000         120             
24                  6.55500                      6.53350         12,800,000       12,788,552         120             
25                  6.60000                      6.50850         12,500,000       12,500,000         120             
26                  6.80250                      6.72100         12,000,000       12,000,000         120             
27                  6.55900                      6.53750         12,000,000       11,923,318         120             
28                  6.85660                      6.83510         10,237,000       10,228,369         120             
29                  6.72400                      6.70250         10,000,000        9,987,106         120             
30                  6.73550                      6.71400          9,090,000        9,090,000         120             
31                  6.73600                      6.68450          8,100,000        8,093,007         120             
32                  6.77900                      6.75750          8,000,000        8,000,000         120             
33                  6.82200                      6.80050          7,635,000        7,635,000         120             
34                  6.41450                      6.39300          7,600,000        7,600,000         120             
35                  6.67300                      6.65150          7,250,000        7,250,000         120             
36                  6.40000                      6.37850          7,050,000        7,050,000         120             
37                  6.83540                      6.74390          6,625,000        6,625,000         120             
38                  6.71300                      6.64150          6,600,000        6,600,000          60             
39                  6.73550                      6.71400          6,230,000        6,230,000         120             
40                  5.92550                      5.90400          6,200,000        6,200,000         120             
41                  6.76550                      6.74400          6,160,000        6,160,000         120             
42                  6.28400                      6.26250          6,100,000        6,075,476         120             
43                  6.97650                      6.93500          5,850,000        5,842,752         120             
44                  6.83700                      6.81550          5,800,000        5,800,000         120             
45                  6.52600                      6.50450          5,800,000        5,790,595         120             
46                  6.72400                      6.70250          5,600,000        5,592,780         120             
47                  6.60550                      6.58400          5,500,000        5,500,000         120             
48                  6.62800                      6.53650          5,300,000        5,300,000         120             
49                  6.71250                      6.69100          5,010,000        5,010,000          60             
50                  6.89000                      6.81850          5,000,000        5,000,000         120             
50.01               6.89000                                       2,230,000        2,230,000         120             
50.02               6.89000                                         975,000          975,000         120             
50.03               6.89000                                         930,000          930,000         120             
50.04               6.89000                                         465,000          465,000         120             
50.05               6.89000                                         400,000          400,000         120             
51                  6.66900                      6.64750          5,000,000        5,000,000         120             
52                  6.74250                      6.72100          4,500,000        4,500,000         120             
53                  6.57100                      6.54950          4,320,000        4,320,000         120             
54                  6.81550                      6.79400          4,230,000        4,226,405         120             
55                  6.51850                      6.47700          4,225,000        4,225,000         120             
56                  6.49000                      6.46850          4,150,000        4,150,000         120             
57                  6.31700                      6.29550          4,000,000        3,996,253         120             
58                  6.41050                      6.38900          3,000,000        3,000,000         120             
59                  5.89200                      5.87050          3,000,000        3,000,000         120             
60                  6.40000                      6.37850          2,660,000        2,660,000         120             
61                  6.67300                      6.65150          2,075,000        2,075,000         120             


Loan #        Rem. Term   Maturity/ARD Date   Amort. Term   Rem. Amort.   Monthly Debt Service   Servicing Fee Rate  
--------  -------------   -----------------   -----------   -----------   --------------------   ------------------  
                                                                                                                     
SEQNUM    REM_LOAN_TERM   MAT_DATE                AM_TERM    REM_AMTERM            MONTHLY_PMT          SERVICE_FEE  
1                   117   09/01/17                    360           360                855,279              0.02000  
2                    82   10/01/14                    360           360                677,396              0.02000  
3                   120   01/01/18                    360           360                688,653              0.03000  
3.01                120   01/01/18                    360           360                                              
3.02                120   01/01/18                    360           360                                              
4                   115   07/01/17                      0             0                365,444              0.02000  
5                   120   12/05/17                    360           360                468,536              0.02000  
6                   117   09/01/17                    360           360                395,994              0.02000  
                          08/09/17                                                     407,908                       
7                   116   08/09/17                    360           360                259,624              0.04000  
8                   116   08/09/17                    360           360                148,284              0.04000  
9                   117   09/01/17                    360           357                255,635              0.02000  
10                  119   11/01/17                      0             0                202,527              0.02000  
10.01               119   11/01/17                      0             0                                              
10.02               119   11/01/17                      0             0                                              
10.03               119   11/01/17                      0             0                                              
10.04               119   11/01/17                      0             0                                              
11                  119   11/01/17                    360           359                217,783              0.02000  
13                  119   11/01/17                    360           359                156,115              0.02000  
14                   59   11/01/12                    360           360                146,520              0.04000  
15                  120   12/01/17                    360           360                139,251              0.02000  
16                  118   10/01/17                      0             0                 92,463              0.02000  
17                  119   11/01/17                      0             0                 92,531              0.02000  
18                   59   11/01/12                      0             0                 88,071              0.07000  
19                  119   11/01/17                    360           360                 94,946              0.06000  
20                  118   10/01/17                    360           360                 94,092              0.02000  
21                  119   11/05/17                    300           299                 96,560              0.02000  
22                  119   11/01/17                    360           360                 88,315              0.03000  
23                  117   09/07/17                    360           360                 84,141              0.02000  
23.01               117   09/07/17                    360           360                                              
23.02               117   09/07/17                    360           360                                              
23.03               117   09/07/17                    360           360                                              
23.04               117   09/07/17                    360           360                                              
23.05               117   09/07/17                    360           360                                              
23.06               117   09/07/17                    360           360                                              
24                  119   11/01/17                    360           359                 81,368              0.02000  
25                  119   11/01/17                    360           360                 79,832              0.09000  
26                  120   12/01/17                    360           360                 78,251              0.08000  
27                  118   10/01/17                    180           178                104,922              0.02000  
28                  119   11/01/17                    360           359                 67,124              0.02000  
29                  119   11/05/17                    300           299                 68,927              0.02000  
30                  119   11/01/17                    360           360                 58,870              0.02000  
31                  119   11/01/17                    360           359                 52,461              0.05000  
32                  120   12/01/17                    360           360                 52,042              0.02000  
33                  120   12/01/17                    360           360                 49,886              0.02000  
34                  116   08/01/17                    360           360                 47,611              0.02000  
35                  119   11/01/17                    360           360                 46,653              0.02000  
36                  119   11/01/17                    360           360                 44,098              0.02000  
37                  119   11/01/17                    360           360                 43,346              0.09000  
38                   58   10/01/12                      0             0                 37,434              0.07000  
39                  118   10/01/17                    360           360                 40,348              0.02000  
40                  111   03/01/17                    360           360                 36,876              0.02000  
41                  119   11/01/17                    360           360                 40,017              0.02000  
42                  118   10/01/17                    240           238                 44,708              0.02000  
43                  119   11/01/17                    300           299                 41,259              0.04000  
44                  120   12/01/17                    360           360                 37,955              0.02000  
45                  118   10/01/17                    360           358                 36,759              0.02000  
46                  119   11/05/17                    300           299                 38,599              0.02000  
47                  120   12/01/17                    360           360                 35,146              0.02000  
48                  120   12/01/17                    360           360                 33,947              0.09000  
49                   58   10/01/12                    360           360                 32,370              0.02000  
50                  120   12/05/17                    360           360                 32,897              0.07000  
50.01               120   12/05/17                    360           360                                              
50.02               120   12/05/17                    360           360                                              
50.03               120   12/05/17                    360           360                                              
50.04               120   12/05/17                    360           360                                              
50.05               120   12/05/17                    360           360                                              
51                  117   09/01/17                    360           360                 32,161              0.02000  
52                  120   12/01/17                    360           360                 29,164              0.02000  
53                  120   12/01/17                      0             0                 23,984              0.02000  
54                  119   11/01/17                    360           359                 27,620              0.02000  
55                  118   10/01/17                    360           360                 26,756              0.04000  
56                  120   12/01/17                    360           360                 26,204              0.02000  
57                  119   11/01/17                    360           359                 24,803              0.02000  
58                  119   11/01/17                    360           360                 18,786              0.02000  
59                  120   12/01/17                      0             0                 14,935              0.02000  
60                  119   11/01/17                    360           360                 16,638              0.02000  
61                  119   11/01/17                    360           360                 13,352              0.02000  


Loan #    Accrual Type   ARD (Y/N)   ARD Step Up (%)   Title Type      Crossed Loan                                  
--------  ------------   ---------   ---------------   -------------   ------------                                  
                                                                                                                     
SEQNUM    ACCRUAL_TYPE   ARD         ARD_STEPUP        TITLE_TYPE      CROSS_LOAN                                    
1         Actual/360     No                            Fee/Leasehold                                                 
2         Actual/360     No                            Fee                                                           
3         Actual/360     No                            Fee                                                           
3.01      Actual/360     No                            Fee                                                           
3.02      Actual/360     No                            Fee                                                           
4         Actual/360     No                            Fee                                                           
5         Actual/360     No                            Fee                                                           
6         Actual/360     No                            Fee                                                           
          Actual/360     No                            Fee             A                                             
7         Actual/360     No                            Fee             A                                             
8         Actual/360     No                            Fee             A                                             
9         Actual/360     No                            Fee                                                           
10        30/360         No                            Fee                                                           
10.01     30/360         No                            Fee                                                           
10.02     30/360         No                            Fee                                                           
10.03     30/360         No                            Fee                                                           
10.04     30/360         No                            Fee                                                           
11        Actual/360     No                            Fee                                                           
13        Actual/360     No                            Fee/Leasehold                                                 
14        Actual/360     No                            Fee                                                           
15        Actual/360     No                            Fee                                                           
16        Actual/360     No                            Fee                                                           
17        Actual/360     No                            Fee                                                           
18        Actual/360     No                            Fee                                                           
19        Actual/360     No                            Fee                                                           
20        Actual/360     No                            Fee                                                           
21        Actual/360     No                            Fee                                                           
22        Actual/360     No                            Fee                                                           
23        Actual/360     No                            Fee                                                           
23.01     Actual/360     No                            Fee                                                           
23.02     Actual/360     No                            Fee                                                           
23.03     Actual/360     No                            Fee                                                           
23.04     Actual/360     No                            Fee                                                           
23.05     Actual/360     No                            Fee                                                           
23.06     Actual/360     No                            Fee                                                           
24        Actual/360     No                            Fee                                                           
25        Actual/360     No                            Fee                                                           
26        Actual/360     No                            Fee                                                           
27        Actual/360     No                            Fee                                                           
28        Actual/360     No                            Fee                                                           
29        Actual/360     No                            Fee                                                           
30        Actual/360     No                            Fee                                                           
31        Actual/360     No                            Fee                                                           
32        Actual/360     No                            Fee                                                           
33        Actual/360     No                            Fee                                                           
34        Actual/360     No                            Fee                                                           
35        Actual/360     No                            Fee                                                           
36        Actual/360     No                            Fee                                                           
37        Actual/360     No                            Fee                                                           
38        Actual/360     No                            Fee                                                           
39        Actual/360     No                            Fee                                                           
40        Actual/360     No                            Fee                                                           
41        Actual/360     No                            Fee                                                           
42        Actual/360     No                            Fee                                                           
43        Actual/360     No                            Fee                                                           
44        Actual/360     No                            Fee                                                           
45        Actual/360     No                            Fee                                                           
46        Actual/360     No                            Fee                                                           
47        Actual/360     No                            Fee                                                           
48        Actual/360     No                            Fee                                                           
49        Actual/360     No                            Fee                                                           
50        Actual/360     No                            Fee                                                           
50.01     Actual/360     No                            Fee                                                           
50.02     Actual/360     No                            Fee                                                           
50.03     Actual/360     No                            Fee                                                           
50.04     Actual/360     No                            Fee                                                           
50.05     Actual/360     No                            Fee                                                           
51        Actual/360     No                            Fee                                                           
52        Actual/360     No                            Fee                                                           
53        Actual/360     No                            Fee                                                           
54        Actual/360     No                            Fee                                                           
55        Actual/360     No                            Fee                                                           
56        Actual/360     No                            Fee                                                           
57        Actual/360     No                            Fee                                                           
58        Actual/360     No                            Fee                                                           
59        Actual/360     No                            Fee                                                           
60        Actual/360     No                            Fee                                                           
61        Actual/360     No                            Fee                                                           


Loan #    Guarantor                                                                                                  
--------  -------------------------------------------------------------------------------------                      
                                                                                                                     
SEQNUM    PRINCIPAL                                                                                                  
1         250 Williams Street LLC                                                                                    
2         Simon Property Group, L.P., Farrallon Capital Management, L.L.C.                                           
3         Randal G. Dix, Michael J. Hanson                                                                           
3.01                                                                                                                 
3.02                                                                                                                 
4         SPG ML Holdings, LLC, SPG-FMC Holdings I, LLC, The Mills Limited Partnership                               
5         Allan Davidov and Horizon Group Properties, Inc.                                                           
6         Westport Holdings, LLC                                                                                     
          Irwin Molasky                                                                                              
7         Irwin Molasky                                                                                              
8         Irwin Molasky                                                                                              
          Abdelrahman Ayyad, 7900 Cedarville Road, LLC, Trisun Brandywine, LLC, SB                                   
9         Brandywine, LLC                                                                                            
10        Minto Builders (Florida), Inc.                                                                             
10.01                                                                                                                
10.02                                                                                                                
10.03                                                                                                                
10.04                                                                                                                
11        Rubicon US REIT, Inc.                                                                                      
13        Greggory R. Hardy, Thomas Clinton                                                                          
14        Lucien B. Crosland, Stephen P. Jarchow                                                                     
15        Ziaulla Sheriff                                                                                            
16        U.S. Real Estate Investment Fund, LLC                                                                      
17        Cole Operating Partnership II, LP                                                                          
18        LUI2 Charlotte Park Avenue, L.P.                                                                           
19        Robert W. Clippinger; Lindall A. Stinson                                                                   
20        Alan R. Hammerschlag                                                                                       
21        Amit N. Patel                                                                                              
22        Ron W. Mills                                                                                               
23        William M. Kahane and Nicholas S. Schorsch                                                                 
23.01                                                                                                                
23.02                                                                                                                
23.03                                                                                                                
23.04                                                                                                                
23.05                                                                                                                
23.06                                                                                                                
24        Joseph W. Edmonds                                                                                          
25        Dale F. Wamstad                                                                                            
26        William R. Elliott, Thomas E. Messier                                                                      
27        Brent C. Berge                                                                                             
28        Cole Operating Partnership II, LP                                                                          
29        Amit N. Patel                                                                                              
30        Edwin P. Yates, Rita Yates                                                                                 
31        John H. Burriss                                                                                            
32        Louis Silver, Nathan Silver                                                                                
33        Adam Schwartz, Robert Begelman, John Smith, Jr., David Terzian                                             
34        Samuel Friedler                                                                                            
35        Columbia Holdings, Ltd.                                                                                    
36        Spencer M. Partrich                                                                                        
37        Robert K. O'Brien                                                                                          
38        LUI2 Houston Scott Street, L.P.                                                                            
39        Edwin P. Yates, Rita Yates                                                                                 
40        Joseph H. Ardovitch, James Minick, Dennis L. Madsen                                                        
41        Edwin P. Yates, Rita Yates                                                                                 
42        Rick R. Sanders                                                                                            
43        Kishor Bhikha                                                                                              
44        Gary Tilkin                                                                                                
45        Keun Ho Park                                                                                               
46        Nilesh Amin and Amit N. Patel                                                                              
47        Adam Schwartz, Robert Begelman, John Smith, Jr., David Terzian                                             
48        Edward L. Terry, S. Kent Owings                                                                            
          Brian E. Agard, Eugenia A. Agard, Patrice J. Baldwin, Michael Alyn Baldwin, Joan                           
49        Cording, Jeffrey Erker, Mark Blaustein                                                                     
50        David Mayfield                                                                                             
50.01                                                                                                                
50.02                                                                                                                
50.03                                                                                                                
50.04                                                                                                                
50.05                                                                                                                
51        Alec Shouneyia, Frankie Shouneyia                                                                          
52        Douglas M. Sutherland                                                                                      
53        Sherwin N. Jarol                                                                                           
54        Edwin P. Yates, Rita Yates                                                                                 
55        Jose Maria Garza Trevino                                                                                   
56        Stephen R. Kaplan, Wolfgang Nonn, Marsha Nonn                                                              
57        Santa Monica Guaranty Corp.                                                                                
58        Gerard J. Musante,  Rita G. Musante                                                                        
59        James G. Van Winkle                                                                                        
60        Spencer M. Partrich                                                                                        
61        Columbia Holdings, Ltd.                                                                                    


                                                       UPFRONT ESCROW                                                
                             ---------------------------------------------------------------------                   
Loan #    Letter of Credit   Upfront CapEx Reserve   Upfront Eng. Reserve   Upfront Envir. Reserve                   
--------  ----------------   ---------------------   --------------------   ----------------------                   
                                                                                                                     
SEQNUM          LOC_AMOUNT           UPFRONT_CAPEX            UPFRONT_ENG              UPFRONT_ENV                   
1              1,000,000.0                    0.00               6,250.00                     0.00                   
2                       No                    0.00                   0.00                     0.00                   
3                       No                    0.00             310,178.75                35,560.00                   
3.01                                                                                                                 
3.02                                                                                                                 
4                       No                    0.00                   0.00                     0.00                   
5                       No                    0.00                   0.00                     0.00                   
6                       No                    0.00              33,437.50                     0.00                   
               8,684,604.0                    0.00                   0.00                     0.00                   
7              7,353,632.0                    0.00                   0.00                     0.00                   
8              1,330,972.0                    0.00                   0.00                     0.00                   
9                       No                    0.00               5,812.50                     0.00                   
10                      No                    0.00                   0.00                     0.00                   
10.01                                                                                                                
10.02                                                                                                                
10.03                                                                                                                
10.04                                                                                                                
11                      No                    0.00             879.104.00                     0.00                   
13                      No                    0.00             700,000.00                     0.00                   
14                      No                    0.00                   0.00                     0.00                   
15                      No                    0.00                   0.00                     0.00                   
16                      No                    0.00             224,225.00                     0.00                   
17                      No                    0.00                   0.00                     0.00                   
18               220,000.0                    0.00                   0.00                     0.00                   
19                      No                    0.00                   0.00                     0.00                   
20                      No                    0.00                   0.00                     0.00                   
21                      No                    0.00                   0.00                     0.00                   
22                      No                    0.00                   0.00                     0.00                   
23                      No                    0.00              11,700.00                     0.00                   
23.01                                                                                                                
23.02                                                                                                                
23.03                                                                                                                
23.04                                                                                                                
23.05                                                                                                                
23.06                                                                                                                
24             3,135,640.0                    0.00                   0.00                     0.00                   
25                      No                    0.00                   0.00                     0.00                   
26                      No                    0.00                   0.00                     0.00                   
27                      No                    0.00                   0.00                     0.00                   
28               476,000.0                    0.00                   0.00                     0.00                   
29                      No                    0.00               6,250.00                     0.00                   
30                      No                    0.00                   0.00                     0.00                   
31                      No                    0.00                   0.00                     0.00                   
32                      No                    0.00                   0.00                     0.00                   
33                      No                    0.00               2,712.50                     0.00                   
34                      No                    0.00                   0.00               400,000.00                   
35                      No              194,634.00                   0.00                     0.00                   
36                      No                    0.00                   0.00                     0.00                   
37                      No                    0.00                   0.00                     0.00                   
38                      No                    0.00              21,928.00                     0.00                   
39                      No                    0.00                   0.00                     0.00                   
40                      No                    0.00                   0.00                     0.00                   
41                      No                    0.00              25,312.50                     0.00                   
42                      No                    0.00              12,500.00                     0.00                   
43                      No                    0.00                   0.00                     0.00                   
44                      No                    0.00                   0.00                     0.00                   
45               700,000.0                    0.00                   0.00                     0.00                   
46                      No                    0.00                   0.00                     0.00                   
47                      No                    0.00                   0.00                     0.00                   
48                      No                    0.00             381,000.00                     0.00                   
49                      No               21,500.00                   0.00                     0.00                   
50                      No                    0.00                   0.00                     0.00                   
50.01                                                                                                                
50.02                                                                                                                
50.03                                                                                                                
50.04                                                                                                                
50.05                                                                                                                
51                      No                    0.00                   0.00                     0.00                   
52                      No                    0.00                   0.00                     0.00                   
53                      No                    0.00                   0.00                     0.00                   
54                      No                    0.00                   0.00                     0.00                   
55                      No                    0.00                   0.00                     0.00                   
56                      No               12,272.00               1,875.00                     0.00                   
57                      No                    0.00               2,425.00                     0.00                   
58                      No                    0.00                   0.00                     0.00                   
59                      No                    0.00                   0.00                     0.00                   
60                      No                    0.00                   0.00                     0.00                   
61                      No                    0.00                   0.00                     0.00                   


                                                UPFRONT ESCROW                                                       
          ---------------------------------------------------------------------------------------------              

Loan #    Upfront TI/LC Reserve   Upfront RE Tax Reserve   Upfront Ins. Reserve   Upfront Other Reserve              
--------  ---------------------   ----------------------   --------------------   ---------------------              
                                                                                                                     
SEQNUM             UPFRONT_TILC              UPFRONT_TAX            UPFRONT_INS           UPFRONT_OTHER              
1                          0.00               140,682.25                   0.00                    0.00              
2                          0.00                     0.00                   0.00                    0.00              
3                          0.00               833,241.46             251,947.73                    0.00              
3.01                                                                                                                 
3.02                                                                                                                 
4                          0.00                     0.00                   0.00                    0.00              
5                  7,931,129.31               133,040.00              95,270.80            8,142,434.44              
6                          0.00               321,328.47                   0.00                    0.00              
                           0.00                93,139.30              23,949.52              844,747.00              
7                          0.00                58,749.40              15,106.62              844,747.00              
8                          0.00                34,389.90               8,842.90                    0.00              
9                          0.00                49,916.91              22,352.00              182,250.00              
10                         0.00                     0.00                   0.00                    0.00              
10.01                                                                                                                
10.02                                                                                                                
10.03                                                                                                                
10.04                                                                                                                
11                   274,049.11                91,560.49              17,013.00                    0.00              
13                   600,000.00               104,503.96              17,658.00                    0.00              
14                   523,020.00               423,326.52              52,356.88                    0.00              
15                         0.00                71,238.15               5,285.49                    0.00              
16                         0.00                71,424.51              14,895.00                    0.00              
17                         0.00                     0.00                   0.00                    0.00              
18                         0.00                     0.00                   0.00                    0.00              
19                         0.00                37,838.72               5,400.00                    0.00              
20                         0.00                45,283.45              33,992.00                    0.00              
21                         0.00                40,000.00               3,920.17                    0.00              
22                         0.00               312,014.37              25,664.50               50,000.00              
23                         0.00                     0.00                   0.00                    0.00              
23.01                                                                                                                
23.02                                                                                                                
23.03                                                                                                                
23.04                                                                                                                
23.05                                                                                                                
23.06                                                                                                                
24                         0.00                20,161.27               4,732.67                    0.00              
25                   100,000.00                36,257.75              13,014.75              275,000.00              
26                         0.00                37,070.42               5,952.50              250,000.00              
27                    32,500.00               109,592.58              19,695.48               14,850.00              
28                         0.00                     0.00                   0.00                    0.00              
29                         0.00                     0.00              36,000.00                    0.00              
30                         0.00                     0.00                   0.00                    0.00              
31                   200,000.00               110,711.00              22,384.48                    0.00              
32                         0.00                     0.00               1,250.00                    0.00              
33                         0.00                32,153.50               2,479.00                    0.00              
34                   200,000.00                 7,923.73               6,932.33                    0.00              
35                         0.00                32,003.49               5,430.83              142,533.00              
36                   250,000.00               100,302.75                   0.00                    0.00              
37                         0.00                22,921.74               2,056.33                    0.00              
38                         0.00                     0.00                   0.00              217,360.00              
39                         0.00                     0.00                   0.00                    0.00              
40                   200,000.00                18,347.40               1,073.17                    0.00              
41                         0.00                     0.00                   0.00                    0.00              
42                         0.00                16,740.44              14,905.33                    0.00              
43                         0.00                 3,385.20               9,049.33               52,479.09              
44                         0.00                32,087.96               4,466.17                    0.00              
45                         0.00                 8,214.50                 600.67                    0.00              
46                         0.00                 5,592.35              44,994.81                    0.00              
47                         0.00                30,698.72               1,430.50                    0.00              
48                         0.00                18,944.64              13,469.08                    0.00              
49                    64,500.00                44,214.83               7,859.71                    0.00              
50                   150,000.00                13,219.00               3,100.00               83,376.19              
50.01                                                                                                                
50.02                                                                                                                
50.03                                                                                                                
50.04                                                                                                                
50.05                                                                                                                
51                         0.00                15,764.11               1,369.75                    0.00              
52                         0.00                 5,698.00               5,124.00                    0.00              
53                         0.00                     0.00                   0.00                    0.00              
54                         0.00                     0.00                   0.00                    0.00              
55                   100,000.00                60,750.00               4,262.35                    0.00              
56                         0.00                 3,938.27               1,794.00                    0.00              
57                         0.00                     0.00                   0.00                    0.00              
58                         0.00                10,755.60               1,096.50                    0.00              
59                         0.00                     0.00                   0.00                    0.00              
60                    50,000.00                49,653.00                   0.00                    0.00              
61                         0.00                 4,303.12                 550.67                    0.00              


                                                  MONTHLY ESCROW                                                     
          -----------------------------------------------------------------------------------------------            
Loan #    Monthly Capex Reserve   Monthly Envir. Reserve   Monthly TI/LC Reserve   Monthly RE Tax Reserve            
--------  ---------------------   ----------------------   ---------------------   ----------------------            
                                                                                                                     
SEQNUM              MONTHLY_CAP              MONTHLY_ENV            MONTHLY_TILC              MONTHLY_TAX            
1                       8308.08                     0.00                    0.00                140682.25            
2                          0.00                     0.00                    0.00                     0.00            
3                     315987.25                     0.00                    0.00                240419.42            
3.01                                                                                                                 
3.02                                                                                                                 
4                          0.00                     0.00                    0.00                     0.00            
5                       2210.00                     0.00                    0.00                133040.00            
6                          0.00                     0.00                    0.00                 80332.12            
                         235.51                     0.00                 3484.67                 46569.65            
7                        155.80                     0.00                 3484.67                 29374.70            
8                         79.71                     0.00                    0.00                 17194.95            
9                       5204.17                     0.00                    0.00                 24958.46            
10                         0.00                     0.00                    0.00                     0.00            
10.01                                                                                                                
10.02                                                                                                                
10.03                                                                                                                
10.04                                                                                                                
11                         0.00                     0.00                30000.00                 45780.24            
13                      4036.68                     0.00                33333.33                 52251.98            
14                      1428.33                     0.00                    0.00                 30811.49            
15                      1873.25                     0.00                12488.33                 23746.05            
16                         0.00                     0.00                    0.00                 35712.26            
17                         0.00                     0.00                    0.00                     0.00            
18                         0.00                     0.00                    0.00                     0.00            
19                       736.88                     0.00                  786.00                 13117.42            
20                         0.00                     0.00                 4167.00                 10062.99            
21                      8862.00                     0.00                    0.00                  8000.00            
22                      1312.42                     0.00                20833.33                 26001.20            
23                      1067.23                     0.00                    0.00                     0.00            
23.01                                                                                                                
23.02                                                                                                                
23.03                                                                                                                
23.04                                                                                                                
23.05                                                                                                                
23.06                                                                                                                
24                         0.00                     0.00                    0.00                  6720.42            
25                         0.00                     0.00                 7200.00                 36257.75            
26                         0.00                     0.00                    0.00                  7414.08            
27                         0.00                     0.00                    0.00                 15656.08            
28                         0.00                     0.00                    0.00                     0.00            
29                      7886.00                     0.00                    0.00                  4594.91            
30                      1107.18                     0.00                    0.00                 13058.36            
31                         0.00                     0.00                 2916.67                  9225.92            
32                         0.00                     0.00                    0.00                     0.00            
33                       360.18                     0.00                 3333.33                  6430.70            
34                       877.97                     0.00                    0.00                  7923.73            
35                         0.00                     0.00                    0.00                 10667.83            
36                      1013.83                     0.00                    0.00                 11144.75            
37                       478.25                     0.00                 1913.00                  5730.43            
38                         0.00                     0.00                    0.00                     0.00            
39                         0.00                     0.00                 1209.00                     0.00            
40                         0.00                     0.00                 4358.92                  5081.76            
41                         0.00                     0.00                    0.00                     0.00            
42                      2475.00                     0.00                    0.00                  8370.22            
43                      5071.00                     0.00                    0.00                  1692.60            
44                       887.92                     0.00                 2830.71                  8021.99            
45                         0.00                     0.00                    0.00                  4107.25            
46                      4474.00                     0.00                    0.00                  5592.35            
47                       251.88                     0.00                 3333.33                  6139.74            
48                      1173.33                     0.00                 5357.14                  4736.16            
49                         0.00                     0.00                    0.00                  4019.53            
50                         0.00                     0.00                 2833.00                  3304.67            
50.01                                                                                                                
50.02                                                                                                                
50.03                                                                                                                
50.04                                                                                                                
50.05                                                                                                                
51                       471.00                     0.00                 4167.00                  7882.05            
52                       931.00                     0.00                    0.00                  2849.00            
53                         0.00                     0.00                    0.00                     0.00            
54                      2129.17                     0.00                    0.00                     0.00            
55                       426.67                     0.00                    0.00                  6750.00            
56                         0.00                     0.00                    0.00                  3938.27            
57                         0.00                     0.00                 6740.00                     0.00            
58                        83.00                     0.00                  413.00                  2688.90            
59                         0.00                     0.00                    0.00                     0.00            
60                       250.00                     0.00                    0.00                  5517.00            
61                        71.00                     0.00                  334.00                  1434.37            


                         MONTHLY ESCROW                                                                              
          --------------------------------------------                                                               

Loan #    Monthly Ins. Reserve   Monthly Other Reserve   Grace Period   Lockbox In-place    Property Type            
--------  --------------------   ---------------------   ------------   -----------------   -------------            
                                                                                                                     
SEQNUM             MONTHLY_INS           MONTHLY_OTHER          GRACE   LOCK_BOX_IN_PLACE   PROPTYPE                 
1                         0.00                    0.00              5   Yes                 Office                   
2                         0.00                    0.00              5   Yes                 Retail                   
3                    125973.87                    0.00              0   Yes                 Hotel                    
3.01                                                                0                       Hotel                    
3.02                                                                0                       Hotel                    
4                         0.00                    0.00              5   Yes                 Retail                   
5                     11908.80                    0.00              0   Yes                 Retail                   
6                         0.00                    0.00              0   Yes                 Hotel                    
                       4789.90                    0.00              0   Yes                 Office                   
7                      3021.32                    0.00              0   Yes                 Office                   
8                      1768.58                    0.00              0   Yes                 Office                   
9                      7450.67                    0.00              5   No                  Industrial               
10                        0.00                    0.00              5   No                  Industrial               
10.01                                                               5                       Industrial               
10.02                                                               5                       Industrial               
10.03                                                               5                       Industrial               
10.04                                                               5                       Industrial               
11                     2835.50                    0.00              5   Yes                 Office                   
13                     4414.50                    0.00              5   Yes                 Office                   
14                     4986.37                    0.00              7   No                  Mixed Use                
15                     1761.83                    0.00              7   No                  Office                   
16                     3723.75                    0.00              7   No                  Retail                   
17                        0.00                    0.00              8   Yes                 Retail                   
18                        0.00                    0.00              0   No                  Mixed Use                
19                     1350.00                    0.00              7   No                  Retail                   
20                     2832.67                    0.00              7   No                  Retail                   
21                     2460.08                    0.00              0   No                  Hotel                    
22                     4277.42                    0.00              5   No                  Industrial               
23                        0.00                    0.00              0   Yes                 Retail                   
23.01                                                               0                       Retail                   
23.02                                                               0                       Retail                   
23.03                                                               0                       Retail                   
23.04                                                               0                       Retail                   
23.05                                                               0                       Retail                   
23.06                                                               0                       Retail                   
24                      591.58                    0.00              7   Yes                 Office                   
25                     1859.25                    0.00              7   No                  Mixed Use                
26                     1984.17                    0.00              7   No                  Hotel                    
27                     3282.58                    0.00              7   No                  Retail                   
28                        0.00                    0.00              8   No                  Retail                   
29                     3000.00                    0.00              0   No                  Hotel                    
30                     1940.91                    0.00              7   Yes                 Retail                   
31                     2798.06                    0.00              7   No                  Retail                   
32                      208.33                    0.00              7   No                  Land                     
33                      413.17                    0.00              7   No                  Retail                   
34                     1733.08                    0.00              7   No                  Retail                   
35                      775.83                    0.00              7   No                  Industrial               
36                        0.00                    0.00             10   No                  Industrial               
37                      514.08                    0.00              7   No                  Mixed Use                
38                        0.00                    0.00              0   No                  Retail                   
39                        0.00                    0.00              7   Yes                 Retail                   
40                      536.58                    0.00              7   Yes                 Office                   
41                        0.00                    0.00              7   Yes                 Retail                   
42                     1863.17                    0.00             10   No                  Multifamily              
43                      822.67                    0.00              7   No                  Hotel                    
44                     2233.08                    0.00              7   No                  Office                   
45                      450.33                    0.00              7   No                  Retail                   
46                     4661.18                    0.00              0   No                  Hotel                    
47                      238.42                    0.00              7   No                  Retail                   
48                     1036.08                    0.00              7   No                  Industrial               
49                     3929.85                    0.00              7   Yes                 Office                   
50                     1033.33                    0.00              0   No                  Retail                   
50.01                                                               0                       Retail                   
50.02                                                               0                       Retail                   
50.03                                                               0                       Retail                   
50.04                                                               0                       Retail                   
50.05                                                               0                       Retail                   
51                      456.58                    0.00              7   No                  Office                   
52                      640.50                    0.00              7   No                  Self Storage             
53                        0.00                    0.00              7   Yes                 Industrial               
54                        0.00                    0.00              7   Yes                 Retail                   
55                     2131.17                    0.00              7   No                  Industrial               
56                      598.00                    0.00              7   No                  Self Storage             
57                        0.00                    0.00             10   No                  Office                   
58                      365.50                    0.00             10   No                  Retail                   
59                        0.00                    0.00              7   No                  Retail                   
60                        0.00                    0.00             10   No                  Industrial               
61                       78.67                    0.00              7   No                  Retail                   


Loan #    Defeasance Permitted   Interest Accrual Period   Loan Group   Final Maturity Date                          
--------  --------------------   -----------------------   ----------   -------------------                          
                                                                                                                     
SEQNUM    DEF_ALLOWED            ACCRUAL_TYPE              LOAN_GROUP   FINAL_MAT_DATE                               
1         No                     Actual/360                         1                                                
2         Yes                    Actual/360                         1                                                
3         Yes                    Actual/360                         1                                                
3.01                             Actual/360                         1                                                
3.02                             Actual/360                         1                                                
4         Yes                    Actual/360                         1                                                
5         Yes                    Actual/360                         1                                                
6         Yes                    Actual/360                         1                                                
          No                     Actual/360                         1                                                
7         No                     Actual/360                         1                                                
8         No                     Actual/360                         1                                                
9         Yes                    Actual/360                         1                                                
10        Yes                    30/360                             1                                                
10.01                            30/360                             1                                                
10.02                            30/360                             1                                                
10.03                            30/360                             1                                                
10.04                            30/360                             1                                                
11        Yes                    Actual/360                         1                                                
13        Yes                    Actual/360                         1                                                
14        Yes                    Actual/360                         1                                                
15        Yes                    Actual/360                         1                                                
16        Yes                    Actual/360                         1                                                
17        Yes                    Actual/360                         1                                                
18        Yes                    Actual/360                         1                                                
19        Yes                    Actual/360                         1                                                
20        Yes                    Actual/360                         1                                                
21        Yes                    Actual/360                         1                                                
22        Yes                    Actual/360                         1                                                
23        Yes                    Actual/360                         1                                                
23.01                            Actual/360                         1                                                
23.02                            Actual/360                         1                                                
23.03                            Actual/360                         1                                                
23.04                            Actual/360                         1                                                
23.05                            Actual/360                         1                                                
23.06                            Actual/360                         1                                                
24        Yes                    Actual/360                         1                                                
25        Yes                    Actual/360                         1                                                
26        No                     Actual/360                         1                                                
27        Yes                    Actual/360                         1                                                
28        Yes                    Actual/360                         1                                                
29        Yes                    Actual/360                         1                                                
30        Yes                    Actual/360                         1                                                
31        Yes                    Actual/360                         1                                                
32        Yes                    Actual/360                         1                                                
33        Yes                    Actual/360                         1                                                
34        Yes                    Actual/360                         1                                                
35        Yes                    Actual/360                         1                                                
36        Yes                    Actual/360                         1                                                
37        Yes                    Actual/360                         1                                                
38        Yes                    Actual/360                         1                                                
39        Yes                    Actual/360                         1                                                
40        Yes                    Actual/360                         1                                                
41        Yes                    Actual/360                         1                                                
42        No                     Actual/360                         1                                                
43        No                     Actual/360                         1                                                
44        Yes                    Actual/360                         1                                                
45        Yes                    Actual/360                         1                                                
46        Yes                    Actual/360                         1                                                
47        Yes                    Actual/360                         1                                                
48        Yes                    Actual/360                         1                                                
49        Yes                    Actual/360                         1                                                
50        No                     Actual/360                         1                                                
50.01                            Actual/360                         1                                                
50.02                            Actual/360                         1                                                
50.03                            Actual/360                         1                                                
50.04                            Actual/360                         1                                                
50.05                            Actual/360                         1                                                
51        Yes                    Actual/360                         1                                                
52        Yes                    Actual/360                         1                                                
53        Yes                    Actual/360                         1                                                
54        Yes                    Actual/360                         1                                                
55        Yes                    Actual/360                         1                                                
56        No                     Actual/360                         1                                                
57        Yes                    Actual/360                         1                                                
58        Yes                    Actual/360                         1                                                
59        Yes                    Actual/360                         1                                                
60        Yes                    Actual/360                         1                                                
61        Yes                    Actual/360                         1                                                


Loan #    Remaining Amortization Term for Balloon Loans                                                              
--------  ---------------------------------------------                                                              
                                                                                                                     
SEQNUM                                          AM_TERM                                                              
1                                                   360                                                              
2                                                   360                                                              
3                                                   360                                                              
3.01                                                360                                                              
3.02                                                360                                                              
4                                                                                                                    
5                                                   360                                                              
6                                                   360                                                              

7                                                   360                                                              
8                                                   360                                                              
9                                                   360                                                              
10                                                                                                                   
10.01                                                                                                                
10.02                                                                                                                
10.03                                                                                                                
10.04                                                                                                                
11                                                  360                                                              
13                                                  360                                                              
14                                                  360                                                              
15                                                  360                                                              
16                                                                                                                   
17                                                                                                                   
18                                                                                                                   
19                                                  360                                                              
20                                                  360                                                              
21                                                  300                                                              
22                                                  360                                                              
23                                                  360                                                              
23.01                                               360                                                              
23.02                                               360                                                              
23.03                                               360                                                              
23.04                                               360                                                              
23.05                                               360                                                              
23.06                                               360                                                              
24                                                  360                                                              
25                                                  360                                                              
26                                                  360                                                              
27                                                  180                                                              
28                                                  360                                                              
29                                                  300                                                              
30                                                  360                                                              
31                                                  360                                                              
32                                                  360                                                              
33                                                  360                                                              
34                                                  360                                                              
35                                                  360                                                              
36                                                  360                                                              
37                                                  360                                                              
38                                                                                                                   
39                                                  360                                                              
40                                                  360                                                              
41                                                  360                                                              
42                                                  240                                                              
43                                                  300                                                              
44                                                  360                                                              
45                                                  360                                                              
46                                                  300                                                              
47                                                  360                                                              
48                                                  360                                                              
49                                                  360                                                              
50                                                  360                                                              
50.01                                               360                                                              
50.02                                               360                                                              
50.03                                               360                                                              
50.04                                               360                                                              
50.05                                               360                                                              
51                                                  360                                                              
52                                                  360                                                              
53                                                                                                                   
54                                                  360                                                              
55                                                  360                                                              
56                                                  360                                                              
57                                                  360                                                              
58                                                  360                                                              
59                                                                                                                   
60                                                  360                                                              
61                                                  360                                                              

EX-4
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 EXHIBIT C

FORM OF INVESTMENT REPRESENTATION LETTER  

Wells Fargo Bank,  N.A.                                                         
as Trustee and Paying Agent                                                   
9062 Old Annapolis Road                                                         
Columbia, Maryland  21045-1951                                                  
Attention: Corporate Trust Services (CMBS) - J.P. Morgan Chase Commercial       
Mortgage Securities Corp., Series 2007-C1                 

J.P. Morgan Chase Commercial Mortgage Securities Corp.                          
270 Park Avenue, 10th Floor                                                     
New York, New York 10017                                                        
Attention: Real Estate Structured Finance - Securitization Group                

Re:   Transfer of J.P. Morgan Chase Commercial Mortgage Securities  
Trust 2007-C1,                                          
     Commercial Mortgage Pass-Through Certificates, Series 2007-C1
     -------------------------------------------------------------

Ladies and Gentlemen:                                                           

            This letter is delivered pursuant to Section 5.02 of the Pooling and
Servicing Agreement, dated as of December 20, 2007 (the "Pooling and Servicing  
Agreement"), by and among J.P. Morgan Chase Commercial Mortgage Securities      
Corp., as Depositor, Capmark Finance Inc., as Master Servicer, Midland Loan     
Services, Inc., as Special Servicer and Wells Fargo Bank, N.A., as Trustee and  
as Paying Agent on behalf of the holders of J.P. Morgan Chase Commercial        
Mortgage Securities Trust 2007-C1, Commercial Mortgage Pass-Through             
Certificates, Series 2007-C1 (the "Certificates") in connection with the        
transfer by _________________ (the "Seller") to the undersigned (the            
"Purchaser") of $_______________ aggregate Certificate Balance of Class ___     
Certificates (the "Certificate"). Capitalized terms used and not otherwise      
defined herein shall have the respective meanings ascribed to such terms in the 
Pooling and Servicing Agreement.                                                

         In connection with such transfer, the Purchaser hereby represents
and warrants to you and the addressees hereof as follows:                       

1. Check one of the following:*                         

   [_]   The Purchaser is not purchasing a Class R or Class LR Certificate
       and the Purchaser is an institutional "accredited investor" (an
          entity meeting the requirements of Rule 501(a)(1), (2), (3) or (7)
         of Regulation D under the Securities Act of 1933, as amended (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 its investment in the Certificates, and the
          Purchaser and any accounts for which it is acting are each able to
   bear the economic risk of the Purchaser's or such account's
            investment. The Purchaser is acquiring the Certificates purchased by
            it for its own account or for one or more accounts (each of which is
       an "institutional accredited investor") as to each of which the
            Purchaser exercises sole investment discretion. The Purchaser hereby
           undertakes to reimburse the Trust Fund for any costs incurred by it
in connection with this transfer.                       

[_]   The Purchaser is a "qualified institutional buyer" within the 
           meaning of Rule 144A ("Rule 144A") promulgated under the Securities
        Act of 1933, as amended (the "Securities Act"). The Purchaser is
           aware that the transfer is being made in reliance on Rule 144A, and
       the Purchaser has had the opportunity to obtain the information
       required to be provided pursuant to paragraph (d)(4)(i) of Rule
144A.                                                   

          2. The Purchaser's intention is to acquire the Certificate (a) for
investment for the Purchaser's own account or (b) for resale (i) to "qualified  
institutional buyers" in transactions under Rule 144A, and not in any event with
the view to, or for resale in connection with, any distribution thereof, (ii)   
(other than with respect to a Certificate or a Residual Certificate) to         
institutional "accredited investors" meeting the requirements of Rule 501(a)(1),
(2), (3) or (7) of Regulation D promulgated under the Securities Act or (iii)   
(other than with respect to a Residual Certificate) pursuant to any other       
exemption from the registration requirements of the Securities Act, subject in  
the case of clauses (ii) and (iii) above to (w) the receipt by the Certificate  
Registrar of a letter substantially in the form hereof, (x) the receipt by the  
Certificate Registrar of an opinion of counsel acceptable to the Certificate    
Registrar that such reoffer, resale, pledge or transfer is in compliance with   
the Securities Act, (y) the receipt by the Certificate Registrar of such other  
evidence acceptable to the Certificate Registrar that such reoffer, resale,     
pledge or transfer is in compliance with the Securities Act and other applicable
laws and (z) a written undertaking to reimburse the Trust for any costs incurred
by it in connection with the proposed transfer. The Purchaser understands that  
the Certificate (and any subsequent Certificate) has not been registered under  
the Securities Act, by reason of a specified exemption from the registration    
provisions of the Securities Act which depends upon, among other things, the    
bona fide nature of the Purchaser's investment intent (or intent to resell to   
only certain investors in certain exempted transactions) as expressed herein.   

      3. The Purchaser has reviewed the Private Placement Memorandum
relating to the Certificates (the "Private Placement Memorandum") and the       
agreements and other materials referred to therein and has had the opportunity  
to ask questions and receive answers concerning the terms and conditions of the 
transactions contemplated by the Private Placement Memorandum.                  

   4. The Purchaser acknowledges that the Certificate (and any
Certificate issued on transfer or exchange thereof) has not been registered or  
qualified under the Securities Act or the securities laws of any State or any   
other jurisdiction, and that the Certificate cannot be resold unless it is      
registered or qualified thereunder or unless an exemption from such registration
or qualification is available.                                                  

       5. The Purchaser hereby undertakes to be bound by the terms and
conditions of the Pooling and Servicing Agreement in its capacity as an owner of
a Certificate or Certificates, as the case may be (each, a "Certificateholder"),
in all respects as if it were a signatory thereto. This undertaking is made for 
the benefit of the Trust, the Certificate Registrar and all Certificateholders  
present and future.                                                             

           6. The Purchaser will not sell or otherwise transfer any portion of
the Certificate or Certificates, except in compliance with Section 5.02 of the  
Pooling and Servicing Agreement.                                                

7. Check one of the following:**                        

[_]   The Purchaser is a U.S. Person (as defined below) and it has  
        attached hereto an Internal Revenue Service ("IRS") Form W-9 (or
successor form).                                        

[_]   The Purchaser 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 Paying Agent (or its agent) with respect to distributions to
            be made on the Certificate. The Purchaser has attached hereto [(i) a
           duly executed IRS Form W-8BEN (or successor form), which identifies
            such Purchaser as the beneficial owner of the Certificate and states
            that such Purchaser is not a U.S. Person, (ii) IRS Form W-8IMY (with
          all appropriate attachments) or (iii)]*** two duly executed copies
   of IRS Form W-8ECI (or successor form), which identify such
           Purchaser as the beneficial owner of the Certificate and state that
   interest and original issue discount on the Certificate and
   Permitted Investments is, or is expected to be, effectively
        connected with a U.S. trade or business. The Purchaser agrees to
          provide to the Certificate Registrar 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 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.                                  

For this purpose, "U.S. Person" means a citizen or resident of the United       
States, a corporation or partnership (except to the extent provided in          
applicable Treasury Regulations) or other entity 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 whose income is subject to United States 
federal income tax 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 such U.S. Persons 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 August 20, 1996 which are  
eligible to elect to be treated as U.S. Persons).                               

   8.    Please make all payments due on the Certificates:****

     [_]   (a)   by wire transfer to the following account at a bank or entity
                  in New York, New York, having appropriate facilities therefor:

          Bank:_________________________________________________

          ABA #:________________________________________________

          Account #:____________________________________________

          Attention: ___________________________________________

[_]   (b) by mailing a check or draft to the following address:     

          ______________________________________________________
          ______________________________________________________
          ______________________________________________________

            9. If the Purchaser is purchasing a Class R or Class LR Certificate,
the Purchaser is not a partnership (including any entity treated as a           
partnership for U.S. federal income tax purposes), any interest in which is     
owned, directly or indirectly, through one or more partnerships, trusts or other
pass-through entities by a non-U.S. Person.                                     

                   Very truly yours,

                                          ______________________________________
                                         [The Purchaser]

                                          By:___________________________________
               Name:
                Title:

Dated:                                                                          

-------------                                                                   

* Purchaser must include one of the following two certifications.               

** Each Purchaser must include one of the two alternative certifications.       

*** Does not apply to a transfer of [Class R or Class LR] Certificates.         

**** Only to be filled out by Purchasers of Definitive Certificates. Please     
select (a) or (b). For holders of Definitive Certificates, wire transfers are   
only available if such holder's Definitive Certificates have an aggregate       
Certificate Balance or Notional Amount, as applicable, of at least U.S.         
$5,000,000.                                                                     

EX-4
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 EXHIBIT D-1

FORM OF TRANSFER AFFIDAVIT

                                         AFFIDAVIT PURSUANT TO
                                             SECTION 860E(e)(4) OF THE
                                            INTERNAL REVENUE CODE OF
                                    1986, AS AMENDED

STATE OF                )                                                       
)  ss:                          
COUNTY OF               )                                                       

    [NAME OF OFFICER], being first duly sworn, deposes and says:

        1. That [he] [she] is [Title of Officer] of [Name of Transferee]
(the "Transferee"), a [description of type of entity] duly organized and        
existing under the laws of the [State of __________] [United States], on behalf 
of which [he/she] makes this affidavit.                                         

  2. That the Transferee's Taxpayer Identification Number is
[__________].                                                                   

         3. That the Transferee of a J.P. Morgan Chase Commercial Mortgage
Securities Trust 2007-C1, Commercial Mortgage Pass-Through Certificates, Series 
2007-C1, Class [R] [LR] Certificate (the "Class [R] [LR] Certificate") is not a 
Disqualified Organization (as defined below) or an agent thereof (including     
nominee, middleman or other similar person) (an "Agent"), or an ERISA Prohibited
Holder or a Non-U.S. Person (as defined below). For these purposes, a           
"Disqualified Organization" means any of (i) the United States, any State or    
political subdivision thereof, any possession of the United States, 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, majority
of its board of directors is not selected by such governmental unit), (ii) a    
foreign government, any international organization, or any agency or            
instrumentality of any of the foregoing, (iii) any 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 (including the tax imposed 
by Section 511 of the Code on unrelated business taxable income), (iv) rural    
electric and telephone cooperatives described in Section 1381(a)(2)(C) 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 Upper-Tier REMIC], [the        
Lower-Tier REMIC] to fail to qualify as a REMIC, 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 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. For these purposes, "ERISA Prohibited      
Holder" means an employee benefit plan subject to Section 406 of the Employee   
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Code or a governmental plan (as defined in Section 3(32) of ERISA) or a     
church plan (as defined in Section 3(33) of ERISA) for which no election has    
been made under Section 410(d) of the Code subject to any federal, state or     
local law which is, to a material extent, similar to the foregoing provisions of
ERISA or the Code (each a "Plan") or a person acting on behalf of or investing  
the assets of such a Plan. For these purposes, "Non-U.S. Person" means any      
person other than a U.S. Person (within the meaning of Section 7701(a)(30) of   
the Code), unless, with respect to the Transfer of a Residual Certificate, (i)  
such person holds such Residual Certificate in connection with the conduct of a 
trade or business within the United States and furnishes the Transferor and the 
Certificate Registrar with an effective Internal Revenue Service Form W-8ECI or 
(ii) the Transferee delivers to both the Transferor and the Certificate         
Registrar an opinion of a nationally recognized tax counsel to the effect that  
such Transfer is in accordance with the requirements of the Code and the        
regulations promulgated thereunder and that such Transfer of the Residual       
Certificate will not be disregarded for federal income tax purposes; provided,  
that a partnership shall be considered a Non-U.S. Person (and clause (i) of this
sentence shall not apply) if any of its interests are (or are permitted to be   
under the related partnership agreement) owned, directly or indirectly (other   
than through a U.S. corporation), through any partnership, trust or other       
pass-through entity, by any person that is a Non-U.S. Person.                   

           4. That the Transferee historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the    
Transferee intends to pay taxes associated with holding the Class [R] [LR]      
Certificate as they become due.                                                 

            5. That the Transferee understands that it may incur tax liabilities
with respect to the Class [R] [LR] Certificate in excess of any cash flow       
generated by the Class [R] [LR] Certificate.                                    

        6. That the Transferee agrees not to transfer the Class [R] [LR]
Certificate to any Person or entity unless (a) the Transferee has received from 
such Person or entity an affidavit substantially in the form of this Transfer   
Affidavit and (b) the Transferee provides to the Certificate Registrar a letter 
substantially in the form of Exhibit D-2 to the Pooling and Servicing Agreement 
(as defined below) certifying that it has no actual knowledge that such Person  
or entity is a Disqualified Organization, or an Agent thereof, an ERISA         
Prohibited Holder or a Non-U.S. Person and that it has no reason to know that   
such Person or entity does not satisfy the requirements set forth in paragraph 4
hereof.                                                                         

           7. That the Transferee agrees to such amendments of the Pooling and
Servicing Agreement, dated December 20, 2007, by and among J.P. Morgan Chase    
Commercial Mortgage Securities Corp., as Depositor, Capmark Finance Inc., as    
Master Servicer, Midland Loan Services, Inc., as Special Servicer and Wells     
Fargo Bank, N.A., as Trustee and as Paying Agent (the "Pooling and Servicing    
Agreement") as may be required to further effectuate the restrictions on        
transfer of the Class [R] [LR] Certificate to such a Disqualified Organization, 
or an Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Person. To the    
extent not defined herein, the capitalized terms used herein shall have the     
meanings assigned thereto in the Pooling and Servicing Agreement.               

            8. That, if a "tax matters person" is required to be designated with
respect to [the Upper-Tier REMIC], [the Lower-Tier REMIC], the Transferee agrees
to act as "tax matters person" and to perform the functions of "tax matters     
person" of [the Upper-Tier REMIC] [the Lower-Tier REMIC] pursuant to Section    
10.01(c) of the Pooling and Servicing Agreement, and, in such event, agrees to  
the irrevocable designation of the Trustee as the Transferee's agent in         
performing the function of "tax matters person."                                

          9. That the Transferee has reviewed, and agrees to be bound by and
to abide by, the provisions of Section 5.02(c) of the Pooling and Servicing     
Agreement concerning registration of the transfer and exchange of the Class [R] 
[LR] Certificate.                                                               

            10. That the Transferee will not cause income from the Class [R][LR]
Certificate to be attributable to, a foreign permanent establishment or fixed   
base, within the meaning of an applicable income tax treaty, of the Transferee  
or any other U.S. person.                                                       

11. Check one of the following:                         

     [_] That the present value of the anticipated tax liabilities
associated with holding the Class [R] [LR] Certificate does not exceed the sum  
of:                                                                             

          (i) the present value of any consideration given to the Transferee
to acquire such Class [R][LR] Certificate;                                      

           (ii) the present value of the expected future distributions on such
Class [R] [LR] Certificate; and                                                 

         (iii) the present value of the anticipated tax savings associated
with holding such Class [R] [LR] Certificate as the related REMIC generates     
losses.                                                                         

          For purposes of this calculation, (i) the Transferee is assumed to
pay tax at the highest rate currently specified in Section 11(b) of the Code    
(but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the 
highest rate specified in Section 11(b) of the Code if the Transferee has been  
subject to the alternative minimum tax under Section 55 of the Code in the      
preceding two years and will compute its taxable income in the current taxable  
year using the alternative minimum tax rate) and (ii) present values are        
computed using a discount rate equal to the short-term Federal rate prescribed  
by Section 1274(d) of the Code for the month of the transfer and the compounding
period used by the Transferee.                                                  

        [_] That the transfer of the Class [R] [LR] Certificate complies
with U.S. Treasury Regulations Sections 1.860G-1(c)(5) and (6) and, accordingly,

        (i)   the Transferee is an "eligible corporation," as defined in
               U.S. Treasury Regulations Sections 1.860E-1(c)(6)(i), as to
             which income from Class [R] [LR] 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 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 U.S. Treasury
            Regulation Section 1.860E-1(c)(6)(ii)) in excess of $100
    million and net assets in excess of $10 million;

         (iii) the Transferee will transfer the Class [R] [LR] Certificate
              only to another "eligible corporation," as defined in U.S.
        Treasury Regulations Section 1.860E-1(c)(6)(i), in a
                transaction that satisfies the requirements of U.S. Treasury
              Regulations Sections 1.860G-1(c)(4)(i), (ii) and (iii) and
1.860E-1(c)(5); and                         

       (iv)  the Transferee determined the consideration paid to it to
              acquire the Class [R] [LR] 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.                                      

[_]  None of the above.                                 

        IN WITNESS WHEREOF, the Transferee has caused this instrument to
be executed on its behalf, by its [Title of Officer] this _____ day of          
__________, 20__.                                                               

                  [NAME OF TRANSFEREE]

                                     By:____________________________________
                                     [Name of Officer]
                                      [Title of Officer]

                                     By:____________________________________
                                     [Name of Officer]
                                      [Title of Officer]

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        Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing          
instrument and to be the [Title of Officer] of the Transferee, and acknowledged 
to me that he [she] executed the same as his [her] free act and deed and the    
free act and deed of the Transferee.                                            

        Subscribed and sworn before me this ___ day of __________, 20__.

_______________________________________                                         
NOTARY PUBLIC                                                                   

COUNTY OF _____________________________                                         

STATE OF ______________________________                                         

My commission expires the ___ day of __________, 20__.                          

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 EXHIBIT D-2

 FORM OF TRANSFEROR LETTER

[Date]

Wells Fargo Bank, N.A.                                                          
as Certificate Registrar                                                    
9062 Old Annapolis Road                                                         
Columbia, Maryland  21045-1951                                                  

Attention:  Corporate Trust Services (CMBS)                                     
      J.P. Morgan Chase Commercial Mortgage Securities Corp., Series
2007-C1                                                 

Re:   J.P. Morgan Chase Commercial Mortgage Securities  
Trust 2007-C1,                              
  Commercial Mortgage Pass-Through Certificates,
Series 2007-C1                              

Ladies and Gentlemen:                                                           

         [Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the requirements set forth in paragraphs 3, 4 and 10 thereof are not  
satisfied or, after conducting a reasonable investigation of the financial      
condition of the transferee, that the information contained in paragraphs 3, 4  
and 10 thereof is not true.                                                     

               Very truly yours,

          [Transferor]

                          ____________________________

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 EXHIBIT E

 FORM OF REQUEST FOR RELEASE

                                    __________[Date]

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland  21045-1951                                                  
Attention:  Corporate Trust Services (CMBS)                                     

    Re:   J.P. Morgan Chase Commercial Mortgage Securities Trust
                  2007-C1, Commercial Mortgage Pass-Through Certificates, Series
2007-C1, REQUEST FOR RELEASE                
----------------------------                

Dear _______________________,                                                   

           In connection with the administration of the Mortgage Files held by
or on behalf of you as Trustee under a certain Pooling and Servicing Agreement, 
dated December 20, 2007 (the "Pooling and Servicing Agreement"), by and among   
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Capmark   
Finance Inc., as Master Servicer, Midland Loan Services, Inc., as Special       
Servicer and you, as Trustee and Paying Agent, the undersigned hereby requests a
release of the Mortgage File (or the portion thereof specified below) held by or
on behalf of you as Trustee with respect to the following described Mortgage    
Loan for the reason indicated below.                                            

Mortgagor's Name:                                                               

Address:                                                                        

Loan No.:                                                                       

If only particular documents in the Mortgage File are requested, please specify 
which:                                                                          

Reason for requesting file (or portion thereof):                                

     ______1.    Mortgage Loan paid in full. The [Master Servicer]
                    [Special Servicer] hereby certifies that all amounts
                       received in connection with the Mortgage Loan have been
                       or will be credited to the Certificate Account pursuant
       to the Pooling and Servicing Agreement.

______      2.    The Mortgage Loan is being foreclosed.

______      3.    Other. (Describe)                     

     The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with   
the provisions of the Pooling and Servicing Agreement and will be returned to   
you or your designee within ten (10) days of our receipt thereof, unless the    
Mortgage Loan has been paid in full, in which case the Mortgage File (or such   
portion thereof) will be retained by us permanently, or unless the Mortgage Loan
is being foreclosed, in which case the Mortgage File (or such portion thereof)  
will be returned when no longer required by us for such purpose.                

    Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.               

                                  [MASTER SERVICER] [SPECIAL SERVICER]

                                     By:____________________________________
                                        Name:_______________________________
                                        Title:______________________________

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 EXHIBIT F

 FORM OF ERISA REPRESENTATION LETTER

Wells Fargo Bank, N.A.                                                          
as Trustee and Paying Agent                                                 
9062 Old Annapolis Road                                                         
Columbia, Maryland  21045-1951                                                  

Attention:  Corporate Trust Services (CMBS) - J.P. Morgan Chase Commercial      
Mortgage Securities Corp., Series 2007-C1               

J.P. Morgan Chase Commercial Mortgage Securities Corp.                          
270 Park Avenue, 10th Floor                                                     
New York, New York 10017                                                        
Attention: Real Estate Structured Finance- Securitization Group                 

Re:   Transfer of J.P. Morgan Chase Commercial Mortgage 
Securities Trust 2007-C1,                   
  Commercial Mortgage Pass-Through Certificates,
Series 2007-C1                              
    ------------------------------------------------

Ladies and Gentlemen:                                                           

            The undersigned (the "Purchaser") proposes to purchase $____________
initial Certificate Balance of J.P. Morgan Chase Commercial Mortgage Securities 
Trust 2007-C1, Commercial Mortgage Pass-Through Certificates, Series 2007-C1,   
Class __ (the "Certificate") issued pursuant to that certain Pooling and        
Servicing Agreement, dated December 20, 2007 (the "Pooling and Servicing        
Agreement"), by and among J.P. Morgan Chase Commercial Mortgage Securities      
Corp., as depositor ("Depositor"), Capmark Finance Inc., as master servicer     
("Master Servicer"), Midland Loan Services, Inc., as special servicer ("Special 
Servicer") and Wells Fargo Bank, N.A., as trustee ("Trustee"), and as paying    
agent ("Paying Agent"). Capitalized terms used and not otherwise defined herein 
have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.                                                                      

           In connection with such transfer, the undersigned hereby represents
and warrants to you as follows:                                                 

           1. The Purchaser is not (a) an employee benefit plan subject to the
fiduciary responsibility provisions 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 a governmental plan (as defined in Section 
3(32) of ERISA) or a church plan (as defined in Section 3(33) of ERISA) for     
which no election has been made under Section 410(d) of the Code, subject to any
federal, state or local law ("Similar Law") which is, to a material extent,     
similar to the foregoing provisions of ERISA or the Code (each a "Plan") or (b) 
a person acting on behalf of or using the assets of any such Plan (including an 
entity whose underlying assets include Plan assets by reason of investment in   
the entity by such a Plan or Plans and the application of Department of Labor   
Regulation ss. 2510.3-101), other than an insurance company using the assets of 
its "insurance company general account" (as such term is defined in Section V(e)
of Prohibited Transaction Class Exemption ("PTCE") 95-60) under circumstances   
whereby the purchase and holding of Offered Private Certificates by such        
insurance company would be exempt from the prohibited transaction provisions of 
ERISA and the Code under Sections I and III of PTCE 95-60.                      

      2. The Purchaser understands that if the Purchaser is a Person
referred to in 1(a) or (b) above, such Purchaser is required to provide to the  
Certificate Registrar an Opinion of Counsel in form and substance satisfactory  
to the Certificate Registrar and the Depositor to the effect that the           
acquisition and holding of such Certificate by such purchaser or transferee will
not constitute or result in a "prohibited transaction" within the meaning of    
ERISA, Section 4975 of the Code or any Similar Law, and will not subject the    
Paying Agent, the Certificate Registrar, the Master Servicer, the Special       
Servicer, the Dealers or the Depositor to any obligation or liability (including
obligations or liabilities under ERISA, Section 4975 of the Code or any such    
Similar Law) in addition to those set forth in the Pooling and Servicing        
Agreement, which Opinion of Counsel shall not be at the expense of the          
Depositor, the Master Servicer, the Special Servicer, the Paying Agent, the     
Dealers, the Certificate Registrar or the Trust Fund.                           

    IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA
Representation Letter on the ___ day of _____________, 20__.                    

               Very truly yours,

                                        ________________________________________
                                     [The Purchaser]

                                        By:_____________________________________
           Name:
            Title:

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 EXHIBIT G

FORM OF STATEMENT TO CERTIFICATEHOLDERS   

[See Annex C to the Prospectus Supplement dated December 18, 2007]  

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 EXHIBIT H

FORM OF OMNIBUS ASSIGNMENT
--------------------------

           [NAME OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT
ASSIGNOR] (the "Assignor") for good and valuable consideration, the receipt and 
sufficiency of which are acknowledged, hereby sells, transfers, assigns,        
delivers, sets over and conveys, without recourse, representation or warranty,  
express or implied, unto "Wells Fargo Bank, N.A., as Trustee for the registered 
holders of J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1,      
Commercial Mortgage Pass-Through Certificates, Series 2007-C1" (the "Assignee"),
having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045 1951,     
Attn: J.P. Morgan Commercial Mortgage Securities Corp., Series 2007-C1, its     
successors and assigns, all right, title and interest of the Assignor in and to:

       That certain mortgage and security agreement, deed of trust and
security agreement, deed to secure debt and security agreement, or similar      
security instrument (the "Security Instrument"), and that certain Promissory    
Note (the "Note"), for each of the Mortgage Loans shown on the Mortgage Loan    
Schedule attached hereto as Exhibit B, and that certain assignment of leases and
rents given in connection therewith and all of the Assignor's right, title and  
interest in any claims, collateral, insurance policies, certificates of deposit,
letters of credit, escrow accounts, performance bonds, demands, causes of action
and any other collateral arising out of and/or executed and/or delivered in or  
to or with respect to the Security Instrument and the Note, together with any   
other documents or instruments executed and/or delivered in connection with or  
otherwise related to the Security Instrument and the Note.                      

           IN WITNESS WHEREOF, the Assignor has executed this instrument under
seal to be effective as of the [__] day of [_____________], 200[__].            

                        [NAME OF CURRENT ASSIGNOR]

                                       By:______________________________________
         Name:
          Title:

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 EXHIBIT I-1

FORM OF REGULATION S TRANSFER CERTIFICATE   
DURING RESTRICTED PERIOD

Wells Fargo Bank, N.A.                                                          
as Trustee and Paying Agent                                                 
9062 Old Annapolis Road                                                         
Columbia, Maryland  21045-1951                                                  
Attention: Corporate Trust Services (CMBS) - J.P. Morgan Chase Commercial       
Mortgage Securities Corp., Series 2007-C1                 

J.P. Morgan Chase Commercial Mortgage Securities Corp.                          
270 Park Avenue, 10th Floor                                                     
New York, New York 10017                                                        
Attention: Real Estate Structured Finance - Securitization Group                

Re:   Transfer of J.P. Morgan Chase Commercial Mortgage Securities  
     Trust 2007-C1, Commercial Mortgage Pass-Through Certificates,
Series 2007-C1 Class [__]                               
     -------------------------------------------------------------

Ladies and Gentlemen:                                                           

        This certificate is delivered pursuant to Section 5.02(b) of the
Pooling and Servicing Agreement, dated December 20, 2007 (the "Pooling and      
Servicing Agreement"), by and among J.P. Morgan Chase Commercial Mortgage       
Securities Corp., as Depositor, Capmark Finance Inc., as Master Servicer,       
Midland Loan Services, Inc., as Special Servicer and Wells Fargo Bank, N.A., as 
Trustee and as Paying Agent, on behalf of the holders of J.P. Morgan Chase      
Commercial Mortgage Securities Trust 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1, Class __ (the "Certificates") in connection with  
the transfer by the undersigned (the "Transferor") to _________________ (the    
"Transferee") of $__________________ [Certificate Balance] [Notional Amount]of  
Certificates, in fully registered form (each, an "Definitive Certificate"), or a
beneficial interest of such aggregate [Certificate Balance] [Notional Amount] in
the Regulation S Book-Entry Certificate (the "Book-Entry Certificate")          
maintained by The Depository Trust Company or its successor as Depositary under 
the Pooling and Servicing Agreement (such transferred interest, in either form, 
being the "Transferred Interest"). Capitalized terms used and not otherwise     
defined herein shall have the respective meanings ascribed to such terms in the 
Pooling and Servicing Agreement.                                                

            In connection with such transfer, the Transferor does hereby certify
that such transfer has been effected in accordance with the transfer            
restrictions set forth in the Pooling and Servicing Agreement and the           
Certificates and (i) with respect to transfers made in accordance with          
Regulation S ("Regulation S") promulgated under the Securities Act of 1933, as  
amended (the "Securities Act"), the Transferor does hereby certify that:        

          (1) the offer of the Transferred Interest was not made to a person
in the United States;                                   

         (2) [at the time the buy order was originated, the Transferee was
            outside the United States or the Transferor and any person acting on
          its behalf reasonably believed that the Transferee was outside the
          United States] [the transaction was executed in, on or through the
         facilities of a designated offshore securities market and neither
          the undersigned nor any person acting on its behalf knows that the
         transaction was pre-arranged with a buyer in the United States];*

          (3) the transferee is not a U.S. Person within the meaning of Rule
     902(o) of Regulation S nor a person acting for the account or
         benefit of a U.S. Person, and upon completion of the transaction,
         the Transferred Interest will be held with the Depository through
[Euroclear] [Clearstream];**                            

          (4) no directed selling efforts have been made in contravention of
          the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as
applicable; and                                         

        (5) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.        

         This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Paying Agent,   
the Master Servicer and the Special Servicer.                                   

                  [Name of Transferor]

                                     By:____________________________________
         Name:
          Title:

    Dated:

----------------                                                                

* Insert one of these two provisions, which come from the definition of         
"off-shore transaction" in Regulation S.                                        

** Select appropriate depository.                                               

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 EXHIBIT I-2

FORM OF REGULATION S TRANSFER CERTIFICATE   
 AFTER RESTRICTED PERIOD

Wells Fargo Bank, N.A.                                                          
as Certificate Registrar                                                    
9062 Old Annapolis Road                                                         
Columbia, Maryland  21045-1951                                                  
Attention:  Corporate Trust Services (CMBS) - J.P. Morgan Commercial Mortgage   
Securities Corp., Series 2007-C1                        

J.P. Morgan Chase Commercial Mortgage Securities Corp.                          
270 Park Avenue, 10th Floor                                                     
New York, New York 10017                                                        
Attention: Real Estate Structured Finance - Securitization Group                

Re:   Transfer of J.P. Morgan Chase Commercial Mortgage Securities  
     Trust 2007-C1, Commercial Mortgage Pass-Through Certificates,
Series 2007-C1 Class [__]                               
     -------------------------------------------------------------

Ladies and Gentlemen:                                                           

     This certificate is delivered pursuant to Section 5.02(b) the
Pooling and Servicing Agreement, dated December 20, 2007 (the "Pooling and      
Servicing Agreement"), by and among J.P. Morgan Chase Commercial Mortgage       
Securities Corp., as Depositor, Capmark Finance Inc., as Master Servicer,       
Midland Loan Services, Inc., as Special Servicer and Wells Fargo Bank, N.A., as 
Trustee and as Paying Agent, on behalf of the holders of J.P. Morgan Chase      
Commercial Mortgage Securities Trust 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1, Class __ (the "Certificates") in connection with  
the transfer by the undersigned (the "Transferor") to _________________ (the    
"Transferee") of $__________________ [Certificate Balance][Notional Amount] of  
Certificates, in fully registered form (each, an "Definitive Certificate"), or a
beneficial interest of such aggregate [Certificate Balance][Notional Amount] in 
the Regulation S Book-Entry Certificate (the "Book-Entry Certificate")          
maintained by The Depository Trust Company or its successor as Depositary under 
the Pooling and Servicing Agreement (such transferred interest, in either form, 
being the "Transferred Interest"). Capitalized terms used and not otherwise     
defined herein shall have the respective meanings ascribed to such terms in the 
Pooling and Servicing Agreement.                                                

            In connection with such transfer, the Transferor does hereby certify
that such transfer has been effected in accordance with the transfer            
restrictions set forth in the Pooling and Servicing Agreement and the           
Certificates and (i) with respect to transfers made in accordance with          
Regulation S ("Regulation S") promulgated under the Securities Act of 1933, as  
amended (the "Securities Act"), the Transferor does hereby certify that:        

          (1) the offer of the Transferred Interest was not made to a person
in the United States;                                   

         (2) [at the time the buy order was originated, the Transferee was
            outside the United States or the Transferor and any person acting on
          its behalf reasonably believed that the Transferee was outside the
          United States] [the transaction was executed in, on or through the
         facilities of a designated offshore securities market and neither
          the undersigned nor any person acting on its behalf knows that the
         transaction was pre-arranged with a buyer in the United States];*

          (3) no directed selling efforts have been made in contravention of
          the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as
applicable; and                                         

        (4) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act,        

or (ii) with respect to transfers made in reliance on Rule 144 under the        
Securities Act, the Transferor does hereby certify that the Certificates that   
are being transferred are not "restricted securities" as defined in Rule 144    
under the Securities Act.                                                       

         This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Paying Agent,   
the Master Servicer and the Special Servicer.                                   

                  [Name of Transferor]

                                     By:____________________________________
         Name:
          Title:

          Dated:

--------------                                                                  

* Insert one of these two provisions, which come from the definition of         
"off-shore transaction" in Regulation S.                                        

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 EXHIBIT J

FORM OF PURCHASE OPTION NOTICE

Wells Fargo Bank, N.A.                                                        
9062 Old Annapolis Road                                                       
Columbia, Maryland  21045-1951                                                
Attention: Corporate Trust Services (CMBS) - J.P. Morgan Chase Commercial     
Mortgage Securities Trust 2007-C1, Commercial Mortgage Pass-Through 
Certificates, Series 2007-C1                                        

Capmark Finance Inc.                                                            
116 Welsh Road                                                                  
Horsham, PA 19044                                                               

JPMorgan Chase Bank                                                             
4 New York Plaza                                                                
New York, New York 10004                                                        

J.P. Morgan Chase Commercial Mortgage Securities Corp.                          
270 Park Avenue, 10th Floor                                                     
New York, New York  10017                                                       

Re:   J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1
     Commercial Mortgage Pass-Through Certificates, Series 2007-C1
     -------------------------------------------------------------

Ladies and Gentlemen:                                                           

       The undersigned hereby acknowledges that it is the holder of an
assignable option (the "Purchase Option") to purchase Mortgage Loan number      
____ from the Trust Fund, pursuant to Section 3.18 of the Pooling and           
Servicing Agreement, dated December [__], 2007 (the "Pooling and Servicing      
Agreement"), by and among J.P. Morgan Chase Commercial Mortgage Securities      
Corp., as depositor ("Depositor"), Capmark Finance Inc., as Master Servicer     
("Master Servicer"), Midland Loan Services, Inc., as special servicer           
("Special Servicer") and Wells Fargo Bank, N.A., as Trustee ("Trustee") and     
as Paying Agent ("Paying Agent"). Capitalized terms used herein and not         
otherwise defined shall have the meaning set forth in the Pooling and           
Servicing Agreement.                                                            

   The undersigned, holder of the Purchase Option (the "Option
Holder"), [is the Controlling Class Certificateholder] [acquired its Purchase   
Option from the Controlling Class Certificateholder on ___________] [is a       
Special Servicer] [acquired its Purchase Option from a Special Servicer].       

          The undersigned Option Holder is exercising its Purchase Option at
the cash price of $______________, which amount equals or exceeds the Option    
Price, as defined in Section 3.18(a)(ii) of the Pooling and Servicing Agreement.
Within ten (10) Business Days of its receipt of the Master Servicer's notice    
confirming that the exercise of its Purchase Option is effective, [the          
undersigned Option Holder] [______________, an Affiliate of the undersigned     
Option Holder] will deliver the Option Price to or at the direction of the      
Master Servicer in exchange for the release of the Mortgage Loan, the related   
Mortgaged Property and delivery of the related Mortgage File.                   

      The undersigned Option Holder agrees that it shall prepare and
provide the Master Servicer with such instruments of transfer or assignment, in 
each case without recourse, as shall be reasonably necessary to vest in it or   
its designee the ownership of Mortgage Loan [__], together with such other      
documents or instruments as the Master Servicer shall reasonably require to     
consummate the purchase contemplated hereby.                                    

      The undersigned Option Holder acknowledges and agrees that its
exercise of its Purchase Option Notice may not be revoked and, further, that    
upon receipt of the Master Servicer's notice confirming that the exercise of its
Purchase Option is effective, the undersigned Option Holder, or its designee,   
shall be obligated to close its purchase of Mortgage Loan ___ in accordance with
the terms and conditions of this letter and of the Pooling and Servicing        
Agreement.                                                                      

         Very truly yours,

       [Option Holder]

                                 By:____________________________________
     Name:
      Title:

[By signing this letter in the space provided below, the
[Controlling Class Certificateholder] [a Special Servicer] hereby               
acknowledges and affirms that it transferred its Purchase Option to the         
Option Holder identified above on [_________].                                  

[_______________________]                                                       

By:______________________                                                       
Name:                                                                           
Title:]                                                                         

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 EXHIBIT K

FORM OF TRANSFER CERTIFICATE FOR
RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S  
BOOK-ENTRY CERTIFICATE DURING RESTRICTED PERIOD   

(Pursuant to Section 5.02(b) of the Pooling and Servicing Agreement)

Wells Fargo Bank, N.A.                                                          
as Trustee and Paying Agent                                                 
9062 Old Annapolis Road                                                         
Columbia, Maryland  21045-1951                                                  
Attention:  Corporate Trust Services (CMBS) - J.P. Morgan Chase Commercial      
Mortgage Securities Corp., Series 2007-C1               

J.P. Morgan Chase Commercial Mortgage Securities Corp.                          
270 Park Avenue, 10th Floor                                                     
New York, New York 10017                                                        
Attention: Real Estate Structured Finance - Securitization Group                

Re:   Transfer of J.P. Morgan Chase Commercial Mortgage Securities  
     Trust 2007-C1, Commercial Mortgage Pass-Through Certificates,
Series 2007-C1 Class [__]                               
      --------------------------------------------------------------

Ladies and Gentlemen:                                                           

        Reference is hereby made to the Pooling and Servicing Agreement,
dated December 20, 2007 (the "Pooling and Servicing Agreement"), by and among   
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Capmark   
Finance Inc., as Master Servicer, Midland Loan Services, Inc., as Special       
Servicer and Wells Fargo Bank, N.A., as Trustee and as Paying Agent, on         
behalf of the holders of J.P. Morgan Chase Commercial Mortgage Securities       
Trust 2007-C1, Commercial Mortgage Pass-Through Certificates, Series 2007-C1.   
Capitalized terms used but not defined herein shall have the meanings given     
to them in the Pooling and Servicing Agreement.                                 

   This letter relates to US $[_______] aggregate [Certificate
Balance][Notional Amount] of Certificates (the "Certificates") which are held   
in the form of the Rule 144A Book-Entry Certificate (CUSIP No. _________)       
with the Depository in the name of [insert name of transferor] (the             
"Transferor"). The Transferor has requested a transfer of such beneficial       
interest for an interest in the Regulation S Book-Entry Certificate (CUSIP      
No. __________) to be held with [Euroclear] [CEDEL]* (Common Code               
No.____________) through the Depositary.                                        

            In connection with such request and in respect of such Certificates,
the Transferor does hereby certify that such transfer has been effected in      
accordance with the transfer restrictions set forth in the Pooling and Servicing
Agreement and pursuant to and in accordance with Regulation S under the         
Securities Act of 1933, as amended (the "Securities Act"), and accordingly the  
Transferor does hereby certify that:                                            

         (1) the offer of the Certificates was not made to a person in the
United States,                                          

         (2) [at the time the buy order was originated, the transferee was
            outside the United States or the Transferor and any person acting on
          its behalf reasonably believed that the transferee was outside the
          United States] [the transaction was executed in, on or through the
         facilities of a designated offshore securities market and neither
         the transferor nor any person acting on its behalf knows that the
         transaction was pre-arranged with a buyer in the United States],*

          (3) the transferee is not a U.S. Person within the meaning of Rule
     902(o) of Regulation S nor a Person acting for the account or
benefit of a U.S. Person,                               

          (4) no directed selling efforts have been made in contravention of
          the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as
applicable,                                             

        (5) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act, and    

       (6) upon completion of the transaction, the beneficial interest
  being transferred as described above will be held with the
Depository through [Euroclear] [Clearstream].**         

         This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Paying Agent,   
the Master Servicer and the Special Servicer.                                   

                         [Insert Name of Transferor]

                                     By:____________________________________
         Name:
          Title:
          Dated:

-----------------                                                               

* Insert one of these two provisions, which come from the definition of         
"off-shore transaction" in Regulation S.                                        

** Select appropriate depository.                                               

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[RESERVED]

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 EXHIBIT M

 Controlling Class Certificateholder's Reports Checklist

                                                        [Enlarge/Download Table]


Information                                      Format        Frequency                
------------------------------------             ----------    -----------------------  
                                                                                        
Property Operating Statement          Actual     PDF/TIF       As received/Quarterly    
   (Master Servicer)*                                                                   
Property Rent Roll (Master            Actual     PDF/TIF       As received/Quarterly    
   Servicer)*                                                                           
Other Financials as required by       Actual     PDF/TIF       As received              
   loan documents (Master Servicer)                                                     
Property Inspection (Master           Actual     PDF/TIF       As received/Quarterly    
   Servicer)*                                                                           
Payments Received After               Monthly    Excel         P&I Advance Date         
   Determination Date Report                                                            
   (Master Servicer)(1)                                                                 
Mortgage Loans Delinquent Report      Monthly    Excel         30th of each month       
   (Master Servicer)(2)                                                                 
Interest on Advance Reconciliation    Monthly    Excel         Distribution Date        
   (Master Servicer)                                                                    
CMSA Setup File (Issuer/Master        CMSA IRP   Access/Excel  Monthly/Distribution Date
   Servicer)                                                                            
CMSA Property File (Master Servicer)  CMSA IRP   Access/Excel  Monthly/Distribution Date
CMSA Loan Periodic Update File        CMSA IRP   Access/Excel  Monthly/Distribution Date
   (Master Servicer)                                                                    
CMSA Financial File (Master           CMSA IRP   Access/Excel  Monthly/Distribution Date
   Servicer)                                                                            
Distribution Statement (Paying        Monthly    Excel/PDF     Monthly/Distribution Date
   Agent)                                                                               
CMSA Bond File (Paying Agent)         CMSA IRP   Access/Excel  Monthly/Distribution Date
CMSA Collateral File (Trustee)        CMSA IRP   Access/Excel  Monthly/Distribution Date
CMSA Supplemental Reports (Master     CMSA IRP   Access/Excel  Monthly/Distribution Date
   Servicer)                                                                            
Operating Statement Analysis Report   CMSA IRP   Access/Excel  Monthly/Distribution Date
   (Master Servicer)*                                                                   
NOI Adjustment Worksheet (Master      CMSA IRP   Access/Excel  Monthly/Distribution Date
   Servicer)*                                                                           
Documentation Exceptions Report       Quarterly  Access/Excel  Monthly/Distribution Date
   (Trustee)                                                                            

* Submit electronically with ARCap Naming Convention.                           

Footnotes:                                                                      

(1)   On the P&I Advance Date following the Determination Date for the related  
   Bond Certificateholder Distribution, a list of all mortgage loans which
      are delinquent as to the applicable Distribution Period on the P&I Advance
     Date. This list should represent all delinquent loans that required a P&I
Advance be made.                                                    

(2)   On the last day of the month (30th), for all delinquencies reported in #1 
   above, a list of a) all mortgage loans which remain delinquent for such
      Distribution period (along with the number of days delinquent) accompanied
     with any reason, in the Master Servicer's opinion, for the mortgage loans
     continued delinquency, along with an explanation of the Master Servicer's
attempts to cure.                                                   

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FORM OF TRANSFER CERTIFICATE FOR
RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S
BOOK-ENTRY CERTIFICATE AFTER RESTRICTED PERIOD

(Pursuant to Section 5.02(b) of the Pooling and Servicing Agreement)

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland  21045-1951                                                  
Attention:  Corporate Trust Services (CMBS) - J.P. Morgan Chase Commercial      
Mortgage Securities Corp., Series 2007-C1                           

J.P. Morgan Chase Commercial Mortgage Securities Corp.                          
270 Park Avenue, 10th Floor                                                     
New York, New York 10017                                                        
Attention: Real Estate Structured Finance - Securitization Group                

Re:   Transfer of J.P. Morgan Chase Commercial Mortgage Securities  
     Trust 2007-C1, Commercial Mortgage Pass-Through Certificates,
Series 2007-C1, Class [__]                              
     -------------------------------------------------------------

Ladies and Gentlemen:                                                           

        Reference is hereby made to the Pooling and Servicing Agreement,
dated December 20, 2007 (the "Pooling and Servicing Agreement"), by and among   
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Capmark   
Finance Inc., as Master Servicer, Midland Loan Services, Inc., as Special       
Servicer and Wells Fargo Bank, N.A., as Trustee and as Paying Agent, on         
behalf of the holders of J.P. Morgan Chase Commercial Mortgage Securities       
Trust 2007-C1, Commercial Mortgage Pass-Through Certificates, Series 2007-C1.   
Capitalized terms used but not defined herein shall have the meanings given     
to them in the Pooling and Servicing Agreement.                                 

    This letter relates to US $[________] aggregate [Certificate
Balance] [Notional Amount] of Certificates (the "Certificates") which are       
held in the form of the Rule 144A Book-Entry Certificate (CUSIP No. ________)   
with the Depository in the name of [insert name of transferor] (the             
"Transferor"). The Transferor has requested a transfer of such beneficial       
interest in the Certificates for an interest in the Regulation S Book-Entry     
Certificate (Common Code No. _____).                                            

In connection with such request, and in respect of such 
Certificates, the Transferor does hereby certify that such transfer has been    
effected in accordance with the transfer restrictions set forth in the Pooling  
and Servicing Agreement and, (i) with respect to transfers made in reliance on  
Regulation S under the Securities Act of 1933, as amended (the "Securities      
Act"), the Transferor does hereby certify that:                                 

         (1) the offer of the Certificates was not made to a person in the
United States;                                          

         (2) [at the time the buy order was originated, the transferee was
            outside the United States or the Transferor and any person acting on
          its behalf reasonably believed that the transferee was outside the
          United States] [the transaction was executed in, on or through the
         facilities of a designated offshore securities market and neither
         the Transferor nor any person acting on its behalf knows that the
         transaction was pre-arranged with a buyer in the United States];*

          (3) no directed selling efforts have been made in contravention of
          the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as
applicable; and                                         

        (4) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act,        

or (ii) with respect to transfers made in reliance on Rule 144 under the        
Securities Act, the Transferor does hereby certify that the Certificates that   
are being transferred are not "restricted securities" as defined in Rule 144    
under the Securities Act.                                                       

         This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Paying Agent,   
the Master Servicer and the Special Servicer.                                   

                         [Insert Name of Transferor]

                                     By:____________________________________
         Name:
          Title:

Dated:

------------------------                                                        

* Insert one of these two provisions, which come from the definition of         
"off-shore transaction" in Regulation S.                                        

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 FORM OF TRANSFER CERTIFICATE OF
 REGULATION S BOOK-ENTRY CERTIFICATE
TO RULE 144A GLOBAL BOOK-ENTRY CERTIFICATE  
DURING RESTRICTED PERIOD

(Pursuant to Section 5.02(b) of the Pooling and Servicing Agreement)

Wells Fargo Bank, N.A.                                                          

As Trustee and Paying Agent                                                     
9062 Old Annapolis Road                                                         
Columbia, Maryland  21045-1951                                                  
Attention:  Corporate Trust Services (CMBS) - J.P. Morgan Chase Commercial      
Mortgage Securities Trust 2007-C1, Commercial Mortgage Pass-Through 
Certificates, Series 2007-C1                                        

J.P. Morgan Chase Commercial Mortgage Securities Corp.                          
270 Park Avenue, 10th Floor                                                     
New York, New York 10017                                                        
Attention: Real Estate Structured Finance - Securitization Group                

Re:   Transfer of J.P. Morgan Chase Commercial Mortgage Securities  
     Trust 2007-C1, Commercial Mortgage Pass-Through Certificates,
Series 2007-C1, Class[__]                               
     -------------------------------------------------------------

Ladies and Gentlemen:                                                           

        Reference is hereby made to the Pooling and Servicing Agreement,
dated December 20, 2007 (the "Pooling and Servicing Agreement"), by and among   
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Capmark   
Finance Inc., as Master Servicer, Midland Loan Services, Inc., as Special       
Servicer and Wells Fargo Bank, N.A., as Trustee and as Paying Agent, on         
behalf of the holders of J.P. Morgan Chase Commercial Mortgage Securities       
Trust 2007-C1, Commercial Mortgage Pass-Through Certificates, Series 2007-C1.   
Capitalized terms used but not defined herein shall have the meanings given     
to them in the Pooling and Servicing Agreement.                                 

    This letter relates to US $[________] aggregate [Certificate
Balance] [Notional Amount] of Certificates (the "Certificates") which are       
held in the form of the Regulation S Book-Entry Certificate (CUSIP No.          
_______) with [Euroclear] [Clearstream]* (Common Code No.__________) through    
the Depository in the name of [insert name of transferor] (the "Transferor").   
The Transferor has requested a transfer of such beneficial interest in the      
Certificates for an interest in the Regulation 144A Book-Entry Certificate      
(CUSIP No.____________).                                                        

In connection with such request, and in respect of such 
Certificates, the Transferor does hereby certify that such Certificates are     
being transferred in accordance with (i) the transfer restrictions set forth in 
the Pooling and Servicing Agreement and (ii) Rule 144A under the Securities Act 
to a transferee that the Transferor reasonably believes is purchasing the       
Certificates for its own account with respect to which the transferee exercises 
sole investment discretion and the transferee and any such account is a         
"qualified institutional buyer" within the meaning of Rule 144A, in each case in
a transaction meeting the requirements of Rule 144A and in accordance with any  
applicable securities laws of any state of the United States or any             
jurisdiction.                                                                   

         This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Paying Agent,   
the Master Servicer, the Special Servicer and Initial Purchasers of the offering
of the Certificates.                                                            

                         [Insert Name of Transferor]

                                     By:____________________________________
         Name:
          Title:

    Dated:

--------------------------                                                      

* Select appropriate depository.                                                

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 EXHIBIT P

 FORM OF TRANSFER CERTIFICATE FOR REGULATION S
 BOOK-ENTRY CERTIFICATE DURING RESTRICTED PERIOD

Wells Fargo Bank, N.A.                                                          

As Certificate Registrar.                                                       
9062 Old Annapolis Road                                                         
Columbia, Maryland  21045-1951                                                  
Attention:  Corporate Trust Services (CMBS) - J.P. Morgan Chase Commercial      
Mortgage Securities Corp., Series 2007-C1                             

J.P. Morgan Chase Commercial Mortgage Securities Corp.                          
270 Park Avenue, 10th Floor                                                     
New York, New York 10017                                                        
Attention: Real Estate Structured Finance - Securitization Group                

Re:   Transfer of J.P. Morgan Chase Commercial Mortgage Securities  
     Trust 2007-C1, Commercial Mortgage Pass-Through Certificates,
Series 2007-C1, Class_[__]                              
     -------------------------------------------------------------

Ladies and Gentlemen:                                                           

        This certificate is delivered pursuant to Section 5.02(b) of the
Pooling and Servicing Agreement, dated December 20, 2007 (the "Pooling and      
Servicing Agreement"), by and among J.P. Morgan Chase Commercial Mortgage       
Securities Corp., as Depositor, Capmark Finance Inc., as Master Servicer,       
Midland Loan Services, Inc., as Special Servicer and Wells Fargo Bank, N.A., as 
Trustee and as Paying Agent, on behalf of the holders of J.P. Morgan Chase      
Commercial Mortgage Securities Trust 2007-C1, Commercial Mortgage Pass-Through  
Certificates, Series 2007-C1 in connection with the transfer by _______________ 
of a beneficial interest of $___________ [Certificate Balance] [Notional Amount]
in a Book-Entry Certificate during the Restricted Period to the undersigned (the
"Transferee"). The Transferee desires to beneficially own such transferred      
interest in the form of the Regulation S Book-Entry Certificate. Capitalized    
terms used but not defined herein shall have the meanings given to them in the  
Pooling and Servicing Agreement.                                                

            In connection with such transfer, the Transferee does hereby certify
that it is not a "U.S. Person" (within the meaning of Rule 902 Regulation S     
under the Securities Act of 1933, as amended). This certificate and the         
statements contained herein are made for your benefit and the benefit of the    
Depositor, the Trustee, the Paying Agent, the Master Servicer and the Special   
Servicer.                                                                       

                         [Insert Name of Transferor]

                                     By:____________________________________
         Name:
          Title:
          Dated:

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 INITIAL COMPANION HOLDERS

JPMorgan Chase Bank, N.A. is the initial Companion Holder for each of the Block 
at Orange Pari Passu Companion Loan, the Westin Portfolio Pari Passu Companion  
Loan and the Molasky Corporate Center Pari Passu Companion Loan.                

Wells Fargo Bank, N.A., as trustee, in trust for the registered holders of J.P. 
Morgan Chase Commercial Mortgage Securities Trust 2007-CIBC20, Commercial       
Mortgage Pass-Through Certificates, Series 2007-CIBC20 is the initial Companion 
Holder for the Gurnee Mills Pari Passu Companion Loans.                         

Mezz Cap Finance, LLC is the initial Companion Holder for each of the PCTC      
Medical Building Companion Loan and the Tres Puentes IV, V, VI Companion Loan.  

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 FORM OF
NOTICE AND CERTIFICATION
 REGARDING DEFEASANCE OF MORTGAGE LOAN

To:   Standard & Poor's Ratings Services,               
       a division of The McGraw-Hill Companies, Inc.
55 Water Street, 41st Floor                 
New York, New York 10041                    
Attn: Commercial Mortgage Surveillance Group

      From: Capmark Finance Inc., in its capacity as Master Servicer
           (the "Master Servicer") under the Pooling and Servicing
             Agreement dated as of December 20, 2007 (the "Pooling and
           Servicing Agreement"), among the Master Servicer, Wells
              Fargo Bank, N.A., as Trustee and Paying Agent, and others.

Date:    _________, 20___                                                       

       Re:   J.P. Morgan Commercial Mortgage Securities Trust 2007-C1,
         Commercial Mortgage Pass-Through Certificates, Series
2007-C1                                     

          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.                           

        As Master Servicer under the Pooling and Servicing Agreement, we
hereby:                                                                         

         (a) 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 entire principal balance of the
Mortgage Loan; or                                       

          ____ a partial defeasance of a portion of the principal balance of
          the Mortgage Loan that represents and, an allocated loan amount of
        $____________ or _______% of the entire principal balance of the
Mortgage Loan;                                          

        (b) Certify that each of the following is true, subject to those
exceptions set forth with explanatory notes on Exhibit A hereto, which          
exceptions the Master Servicer has determined, consistent with the Servicing    
Standards, will have no material adverse effect on the Mortgage Loan or the     
defeasance transaction:                                                         

            (i) 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.                     

(ii) The defeasance was consummated on __________, 20__.

       (iii) 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. 80A1), (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 [S&P], (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.                               

     (iv) The Master Servicer received an opinion of counsel (from
    counsel approved by the Master Servicer in accordance with the Servicing
    Standard) that the defeasance will not result in an Adverse REMIC Event.

         (v) The Master Servicer determined that the defeasance collateral
will be owned by an entity (the "Defeasance Obligor") that is 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.     

     (vi) The Master Servicer received written confirmation of the
     crediting 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 a securities intermediary
and has been pledged to the Trustee.                                

           (vii) The agreements executed in connection with the defeasance (i)
    grant control of the pledged securities account to Trustee, (ii) require
      the securities intermediary to make the scheduled payments on the Mortgage
      Loan from the proceeds of the defeasance collateral directly to the Master
      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"), (iii) permit
   reinvestment of proceeds of the defeasance collateral only in Permitted
  Investments (as defined in the [S&P Criteria]), (iv) permit release of
surplus defeasance collateral and earnings on reinvestment from the 
    pledged securities account only after the Mortgage Loan has been paid in
 full, if any such release is permitted, (v) prohibit transfers by the
 Defeasance Obligor of the defeasance collateral and subordinate liens
against the defeasance collateral, and (vi) 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.

            (viii) The Master Servicer received written confirmation from a firm
 of independent certified public accountants, who were approved by the
      Master Servicer in accordance with the Servicing Standard stating that (i)
    revenues from 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.                     

         (ix) The Mortgage Loan is not among the ten (10) largest loans in
      the pool. The entire principal balance of the Mortgage Loan as of the date
of defeasance was less than both $[______] and five percent of pool 
     balance, which is less than [__]% of the aggregate Certificate Balance of
     the Certificates as of the date of the most recent Trustee's Distribution
Date Statement received by us (the "Current Report").               

         (x) [The Master Servicer has received opinions of counsel stating
 that the Trustee possesses a valid, perfected first priority security
    interest in the defeasance collateral and that the documents executed in
   connection with the defeasance are enforceable in accordance with their
respective terms.]                                                  

         (xi) 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.                                         

   (c) 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.                                                 

            (d) Certify that the individual under whose hand the Master Servicer
has caused this Notice and Certification to be executed did constitute a        
Servicing Officer as of the date of the defeasance described above.             

           (e) Agree to provide copies of all items listed in Exhibit B to you
upon request.                                                                   

          IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.                    

                  CAPMARK FINANCE INC.

                                     By:  __________________________________
             Name:
              Title:

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 EXHIBIT S

INFORMATION REQUEST FROM CERTIFICATEHOLDER, BENEFICIAL OWNER
OR PROSPECTIVE PURCHASER

[Date]                                                                          

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland  21045-1951                                                  
Attention:  Corporate Trust Services (CMBS) - J.P. Morgan Chase Commercial      
Mortgage Securities Corp., Series 2007-C1                                       

 Re:   J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1,
     Commercial Mortgage Pass-Through Certificates, Series 2007-C1
     -------------------------------------------------------------

    Pursuant to the Pooling and Servicing Agreement, dated as of
December [__], 2007 (the "Pooling and Servicing Agreement"), by and among       
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Capmark   
Finance Inc., as Master Servicer, Midland Loan Services, Inc., as Special       
Servicer and Wells Fargo Bank, N.A., as Trustee and as Paying Agent with        
respect to J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1,      
Commercial Mortgage Pass-Through Certificates, Series 2007-C1 (the              
"Certificates"), the undersigned hereby certifies and agrees as follows:        

         1. The undersigned is a [Holder] [Certificate Owner] [prospective
purchaser] of $___________ aggregate [Certificate Balance/Notional Amount] of   
the Class ____ Certificates.                                                    

       2. The undersigned is requesting access to the information (the
"Information") on the Paying Agent's Internet Website pursuant to Section 4.02  
of the Pooling Servicing Agreement.                                             

   3. In consideration of the Paying Agent's disclosure to the
undersigned of the Information, the undersigned will keep the Information       
confidential (except from such outside persons as are assisting it in evaluating
the Information), and such Information will not, without the prior written      
consent of the Trustee, be disclosed by the undersigned or by its officers,     
directors, partners employees, agents or representatives in any manner          
whatsoever, in whole or in part; provided that the undersigned may provide all  
or any part of the Information to any other person or entity that is            
contemplating the purchase of any Certificate, but only if such person or entity
confirms in writing such prospective ownership interest and agrees to keep it   
confidential; and provided that the undersigned may provide all or any part of  
the Information to its auditors, legal counsel and regulators.                  

          4. The undersigned will not use or disclose the Information in any
manner which could result in a violation of any provision of the Securities Act 
of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of   
1934, as amended, or would require registration of any Certificate pursuant to  
Section 5 of the Securities Act or under any other applicable law.              

        Capitalized terms not defined herein shall have the same meaning
ascribed to them in the Pooling Servicing Agreement.                            

            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.    

                                       [HOLDER] [CERTIFICATE OWNER] [PROSPECTIVE
              PURCHASER]

                                     By:____________________________________
         Name:
          Title:
                  Telephone No.:

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 EXHIBIT T

TRUSTEE CERTIFICATION/EXCEPTION REPORT

[DATE]

To the Persons Listed on the attached Schedule A                                

 Re:   J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1,
     Commercial Mortgage Pass-Through Certificates, Series 2007-C1
     -------------------------------------------------------------

Ladies and Gentlemen:                                                           

    In accordance with Section 2.02 of the Pooling and Servicing
Agreement, dated as of December 20, 2007 (the "Pooling and Servicing            
Agreement"), by and among J.P. Morgan Chase Commercial Mortgage Securities      
Corp., as Depositor, Capmark Finance Inc., as Master Servicer, Midland Loan     
Services, Inc., as Special Servicer and Wells Fargo Bank, N.A., as Trustee      
and as Paying Agent, the undersigned, as Trustee, hereby certifies that,        
except as noted on the attached Trustee Exception Report, as to each Mortgage   
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid    
in full or for which a Liquidation Event has occurred) the Trustee has,         
subject to Section 2.02(e) of the Pooling and Servicing Agreement, reviewed     
the documents delivered to it pursuant to Section 2.01 of the Pooling and       
Servicing Agreement and has determined that (i) all documents specified in      
clauses (i) through (v), (ix) through (xii) and (xvi) (or, with respect to      
clause (xvi), a copy of such letter of credit and the required officer's        
certificate), if any, of the definition of "Mortgage File," as applicable,      
are in its possession, (ii) the foregoing documents delivered or caused to be   
delivered by the Mortgage Loan Sellers have been reviewed by it or by a         
Custodian on its behalf and appear regular on their face and appear to be       
executed and to relate to such Mortgage Loan, and (iii) based on such           
examination and only as to the foregoing documents, the information set forth   
in the Mortgage Loan Schedule with respect to the items specified in clauses    
(iv), (vi) and (viii)(c) in the definition of "Mortgage Loan Schedule" is       
correct.                                                                        

           Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing          
Agreement.                                                                      

                     WELLS FARGO BANK, N.A.,
              as Trustee

                              By:_____________________________
         Name:
          Title:

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TRUSTEE EXCEPTION REPORT

NONE

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SCHEDULE A

J.P. Morgan Chase Commercial Mortgage Securities Corp.  
270 Park Avenue, 10th Floor                             
New York, New York 10017                                

Moody's Investors Service, Inc.                         
99 Church Street                                        
New York, New York  10007                               

Standard & Poor's Ratings Services,                     
a division of The McGraw-Hill Companies, Inc.           
55 Water Street, 41st Floor                             
New York, New York 10041                                

JPMorgan Chase Bank, National Association               
270 Park Avenue, 10th Floor                             
New York, New York 10017                                

Capmark Finance Inc.                                    
116 Welsh Road                                          
Horsham, Pennsylvania 19044                             

Midland Loan Services, Inc.                             
10851 Mastin, Suite 700                                 
Overland Park, Kansas 66210                             

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 [EXHIBIT U]

 [FORM OF NOTICE RELATING TO THE GURNEE MILLS MORTGAGE LOAN]

[Date]

VIA FACSIMILE                                                                   
-------------                                                                   

Attention:  [__________________]                                                

 Re:   J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1,
     Commercial Mortgage Pass-Through Certificates, Series 2007-C1
     -------------------------------------------------------------

Dear [_____________]:                                                           

    [________________] is the master servicer (the "Gurnee Mills
Master Servicer") for the Gurnee Mills Whole Loan, as such term is defined      
under the Pooling and Servicing Agreement, dated December 20, 2007 (the         
"2007-C1 Pooling Agreement") by and among J.P. Morgan Chase Commercial          
Mortgage Securities Corp., as depositor, Capmark Finance Inc. (the "Gurnee      
Mills Mortgage Loan Master Servicer"), Midland Loan Services, Inc., as          
special servicer, and Wells Fargo Bank N.A., as trustee (in such capacity,      
the "Trustee") and as paying agent. The Trustee hereby directs the Sawgrass     
Mills Mall Master Servicer, as follows:                                         

        The Gurnee Mills Master Servicer shall remit to the Gurnee Mills
Mortgage Loan Master Servicer all amounts payable to, and forward, deliver or   
otherwise make available, as the case may be, to the Gurnee Mills Mortgage Loan 
Master Servicer all reports, statements, documents, communications, and other   
information that are to be forwarded, delivered or otherwise made available to, 
the holder of the Gurnee Mills Mortgage Loan (as such term is defined in the    
2007-C1 Pooling Agreement) under the Gurnee Mills Intercreditor Agreement (as   
defined in the 2007-C1 Pooling Agreement).                                      

Thank you for your attention to this matter.            

                                    WELLS FARGO BANK, N.A., as Trustee for
                                  the Holders of the J.P. Morgan
                             Chase Commercial Mortgage
                             Securities Trust 2007-C1,
                                    Commercial Mortgage Pass-Through
                                 Certificates, Series 2007-C1.

Date: _________________________                                                 

WELLS FARGO BANK, N.A.                                                          

By: ___________________________                                                 
[Name]                                                                    
[Title]                                                                   

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 EXHIBIT V

FORM CERTIFICATION TO BE
 PROVIDED WITH FORM 10-K

 CERTIFICATION
 -------------

J.P. Morgan Chase Commercial Mortgage Securities Trust
2007-C1 Commercial Mortgage Pass-Through Certificates Series
 2007-C1 (the "Trust")

           I, [identifying the certifying individual], the President and Chief
Executive Officer of J.P. Morgan Chase Commercial Mortgage Securities Corp., the
depositor into the above-referenced Trust, certify that:                        

1.    I have reviewed this annual report on Form 10-K, and all reports on Form  
 10-D required to be filed in respect of period covered by this annual
    report on Form 10-K, of the Trust (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 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 of the 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 master servicer and the special
     servicer have fulfilled their obligations under the pooling and servicing
agreement in all material respects; and                             

5.    All of the reports on assessment of compliance with servicing criteria and
their related attestation reports on assessment of compliance with  
   servicing criteria 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 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: Capmark Finance Inc.,     
Midland Loan Services, Inc. and Wells Fargo Bank, N.A..                         

Date: _________________________                                                 

______________________________________                                        
President and Chief Executive Officer                                         
J.P. Morgan Chase Commercial Mortgage Securities Corp.                        

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 EXHIBIT W-1

 FORM OF CERTIFICATION TO BE
PROVIDED TO DEPOSITOR BY TRUSTEE

 CERTIFICATION
 -------------

J.P. Morgan Chase Commercial Mortgage Securities Trust
2007-C1 Commercial Mortgage Pass-Through Certificates Series
 2007-C1 (the "Trust")

            I, [identifying the certifying individual], on behalf of Wells Fargo
Bank, N.A., as trustee and paying agent, certify to J.P. Morgan Chase Commercial
Mortgage Securities Corp. and its officers, directors and affiliates, and with  
the knowledge and intent that they will rely upon this certification, that:     

1.    I have reviewed the annual report on Form 10-K for the fiscal year 20__,  
   and all reports on Form 10-D required to be filed in respect of periods
   covered by that annual report on Form 10-K, of the Trust (the "Exchange
Act Periodic Reports");                                             

2.    Based on my knowledge, the distribution information in the Exchange Act   
     Periodic Reports, taken as a whole, does 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 that
report on Form 10-K;                                                

3.    Based on my knowledge, all of the distribution, servicing and other       
 information required to be provided to the paying agent by the master
servicer and the special servicer under the pooling and servicing   
    agreement for inclusion in the Exchange Act Periodic Reports is included
in such reports;                                                    

4.    I am responsible for reviewing the activities performed by the Trustee and
   based on my knowledge and the compliance reviews conducted in preparing
 the Trustee compliance statements required for inclusion on Form 10-K
  pursuant to Item 1123 of Regulation AB, and except as disclosed on any
Form 10-D or 10-K, the Trustee has fulfilled its obligations in all 
material respects under the Pooling and Servicing Agreement; and    

5.    The report on assessment of compliance with servicing criteria and the    
 related attestation report on assessment of compliance with servicing
criteria required to be delivered by the Trustee in accordance with 
  Section 11.10 and Section 11.11 of the pooling and servicing agreement
discloses, with respect to the Trustee, all material instances of   
     noncompliance with the Relevant Servicing Criteria and such assessment of
compliance with servicing criteria is fairly stated in all material 
respects.                                                           

Date:__________________________________                                         

WELLS FARGO BANK, N.A.                                                          

By:_____________________________________                                        
[Name]                                                                          
[Title]                                                                         

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 EXHIBIT W-2

 FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
BY MASTER SERVICER

 CERTIFICATION
 -------------

J.P. Morgan Chase Commercial Mortgage Securities Trust
2007-C1 Commercial Mortgage Pass-Through Certificates Series
2007-C1 (the "Certificates")

     I, [identify the certifying individual], on behalf of Capmark
Finance Inc., certify to J.P. Morgan Chase Commercial Mortgage Securities Corp. 
and their officers, directors and affiliates, and with the knowledge and intent 
that they will rely upon this certification in delivering the Certification     
required by the pooling and servicing agreement relating to the Certificates    
(capitalized terms used herein without definition shall have the meanings       
assigned to such terms in the pooling and servicing agreement), that:           

1.    I have reviewed the servicing reports relating to the trust fund delivered
by the Master Servicer to the Trustee covering the fiscal year 20__;

2.    Based on my knowledge, the servicing information in the servicing reports 
relating to the trust fund delivered by Capmark Finance Inc. to the 
     Trustee covering the fiscal year 20__, taken as a whole, does 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 these servicing reports;                                 

3.    Based on my knowledge, the servicing information required to be provided  
 to the Trustee by the Master Servicer under the pooling and servicing
agreement for inclusion in the reports to be filed by the Trustee is
     included in the servicing reports delivered by the Master Servicer to the
Trustee;                                                            

4.    I am responsible for reviewing the activities performed by the Master     
Servicer under the pooling and servicing agreement and based upon my
   knowledge and the compliance review conducted in preparing the servicer
compliance statement required under Section 11.09 of the pooling and
  servicing agreement with respect to the Master Servicer, and except as
   disclosed in such compliance statement delivered by the Master Servicer
  under Section 11.09 of the pooling and servicing agreement, the Master
  Servicer has fulfilled its obligations under the pooling and servicing
agreement in all material respects in the year to which such review 
applies; and                                                        

5.    The report on assessment of compliance with servicing criteria and the    
 related attestation report on assessment of compliance with servicing
  criteria required to be delivered in accordance with Section 11.10 and
Section 11.11 of the pooling and servicing agreement discloses all  
    material instances of noncompliance with the Relevant Servicing Criteria
      and such assessment of compliance with servicing criteria is fairly stated
in all material respects.                                           

Date:__________________________________                                         

CAPMARK FINANCE INC.                                                            

By:  __________________________________                                         
[Name]                                                                
[Title]                                                               

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 EXHIBIT W-3

 FORM OF CERTIFICATION TO BE
 PROVIDED TO DEPOSITOR BY SPECIAL SERVICER

 CERTIFICATION
 -------------

J.P. Morgan Chase Commercial Mortgage Securities Trust
2007-C1 Commercial Mortgage Pass-Through Certificates Series
2007-C1 (the "Certificates")

          I, [identify the certifying individual], on behalf of Midland Loan
Services, Inc., certify to J.P. Morgan Chase Commercial Mortgage Securities     
Corp. and their officers, directors and affiliates, and with the knowledge and  
intent that they will rely upon this certification in delivering the            
Certification required by the pooling and servicing agreement relating to the   
Certificates (capitalized terms used herein without definition shall have the   
meanings assigned to such terms in the pooling and servicing agreement), that:  

1.    Based on my knowledge, the servicing information in the servicing reports 
or information relating to the trust fund delivered by the Special  
     Servicer to the Master Servicer covering the fiscal year 20__, taken as a
      whole, does 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 these servicing reports;      

2.    Based on my knowledge, the servicing information required to be provided  
to the Master Servicer by the Special Servicer under the pooling and
servicing agreement for inclusion in the reports to be filed by the 
 Trustee is included in the servicing reports delivered by the Special
Servicer to the Master Servicer;                                    

3.    I am responsible for reviewing the activities performed by the Special    
Servicer under the pooling and servicing agreement and based upon my
   knowledge and the compliance review conducted in preparing the servicer
compliance statement required under Section 11.09 of the pooling and
   servicing agreement with respect to the Special Servicer, and except as
    disclosed in such compliance statement delivered by the Special Servicer
   under Section 11.09 of the pooling and servicing agreement, the Special
  Servicer has fulfilled its obligations under the pooling and servicing
agreement in all material respects in the year to which such review 
applies; and                                                        

4.    The report on assessment of compliance with servicing criteria and the    
 related attestation report on assessment of compliance with servicing
   criteria required to be delivered by the Special Servicer in accordance
with Section 11.10 and Section 11.11 of the pooling and servicing   
   agreement discloses, with respect to the Special Servicer, all material
    instances of noncompliance with the Relevant Servicing Criteria and such
    assessment of compliance with servicing criteria is fairly stated in all
material respects.                                                  

Date:__________________________________                                         

MIDLAND LOAN SERVICES, INC.                                                     

By:____________________________________                                         
[Name]                                                                          
[Title]                                                                         

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 EXHIBIT X

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the referenced party shall      
address, at a minimum, the criteria identified below as "Relevant Servicing     
Criteria":                                                                      

                                                        [Enlarge/Download Table]


------------------------------------------------------------------------------------------------
                                                                               RELEVANT         
                                                                               SERVICING        
                                   SERVICING CRITERIA                          CRITERIA         
---------------- -------------------------------------------------------- ----------------------
   Reference                             Criteria                                               
---------------- -------------------------------------------------------- ----------------------
                             General Servicing Considerations                                   
---------------- -------------------------------------------------------- ----------------------
                                                                                                
1122(d)(1)(i)     Policies and procedures are instituted to monitor any      Paying Agent       
                  performance or other triggers and events of default in    Master Servicer     
                  accordance with the transaction agreements.              Special Servicer     
---------------- -------------------------------------------------------- ----------------------
1122(d)(1)(ii)    If any material servicing activities are outsourced to     Paying Agent       
                  third parties, policies and procedures are instituted     Master Servicer     
                  to monitor the third party's performance and             Special Servicer     
                  compliance with such servicing activities.                                    
---------------- -------------------------------------------------------- ----------------------
1122(d)(1)(iii)   Any requirements in the transaction agreements to               N/A           
                  maintain a back-up servicer for the mortgage loans are                        
                  maintained.                                                                   
---------------- -------------------------------------------------------- ----------------------
1122(d)(1)(iv)    A fidelity bond and errors and omissions policy is in     Master Servicer     
                  effect on the party participating in the servicing       Special Servicer     
                  function throughout the reporting period in the amount       Custodian        
                  of coverage required by and otherwise in accordance                           
                  with the terms of the transaction agreements.                                 
------------------------------------------------------------------------------------------------
                            Cash Collection and Administration                                  
------------------------------------------------------------------------------------------------
1122(d)(2)(i)     Payments on mortgage loans are deposited into the          Paying Agent       
                  appropriate custodial bank accounts and related bank      Master Servicer     
                  clearing accounts no more than two business days         Special Servicer     
                  following receipt, or such other number of days                               
                  specified in the transaction agreements.                                      
---------------- -------------------------------------------------------- ----------------------
1122(d)(2)(ii)    Disbursements made via wire transfer on behalf of an       Paying Agent       
                  obligor or to an investor are made only by authorized     Master Servicer     
                  personnel.                                               Special Servicer     
---------------- -------------------------------------------------------- ----------------------
1122(d)(2)(iii)   Advances of funds or guarantees regarding collections,    Master Servicer     
                  cash flows or distributions, and any interest or other   Special Servicer     
                  fees charged for such advances, are made, reviewed and        Trustee         
                  approved as specified in the transaction agreements.                          
---------------- -------------------------------------------------------- ----------------------
1122(d)(2)(iv)    The related accounts for the transaction, such as cash     Paying Agent       
                  reserve accounts or accounts established as a form of     Master Servicer     
                  overcollateralization, are separately maintained         Special Servicer     
                  (e.g., with respect to commingling of cash) as set                            
                  forth in the transaction agreements.                                          
---------------- -------------------------------------------------------- ----------------------
1122(d)(2)(v)     Each custodial account is maintained at a federally        Paying Agent       
                  insured depository institution as set forth in the        Master Servicer     
                  transaction agreements. For purposes of this             Special Servicer     
                  criterion, "federally insured depository institution"                         
                  with respect to a foreign financial institution means                         
                  a foreign financial institution that meets the                                
                  requirements of Rule 13k-1(b)(1) of the Securities                            
                  Exchange Act.                                                                 

---------------- -------------------------------------------------------- ----------------------
1122(d)(2)(vi)    Unissued checks are safeguarded so as to prevent           Paying Agent       
                  unauthorized access.                                      Master Servicer     
                                                                           Special Servicer     
---------------- -------------------------------------------------------- ----------------------
1122(d)(2)(vii)   Reconciliations are prepared on a monthly basis for        Paying Agent       
                  all asset-backed securities related bank accounts,        Master Servicer     
                  including custodial accounts and related bank clearing   Special Servicer     
                  accounts. These reconciliations are (A) mathematically                        
                  accurate; (B) prepared within 30 calendar days after                          
                  the bank statement cutoff date, or such other number                          
                  of days specified in 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 such other number of days                         
                  specified in the transaction agreements.                                      
------------------------------------------------------------------------------------------------
                            Investor Remittances and Reporting                                  
------------------------------------------------------------------------------------------------
1122(d)(3)(i)     Reports to investors, including those to be filed with     Paying Agent       
                  the Commission, 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                          
                  Reporting Servicer.                                                           
---------------- -------------------------------------------------------- ----------------------
1122(d)(3)(ii)    Amounts due to investors are allocated and remitted in     Paying Agent       
                  accordance with timeframes, distribution priority and                         
                  other terms set forth in the transaction agreements.                          
---------------- -------------------------------------------------------- ----------------------
1122(d)(3)(iii)   Disbursements made to an investor are posted within        Paying Agent       
                  two business days to the Servicer's investor records,                         
                  or such other number of days specified in the                                 
                  transaction agreements.                                                       
---------------- -------------------------------------------------------- ----------------------
1122(d)(3)(iv)    Amounts remitted to investors per the investor reports     Paying Agent       
                  agree with cancelled checks, or other form of payment,                        
                  or custodial bank statements.                                                 
------------------------------------------------------------------------------------------------
                                 Pool Asset Administration                                      
------------------------------------------------------------------------------------------------
1122(d)(4)(i)     Collateral or security on mortgage loans is maintained       Custodian        
                  as required by the transaction agreements or related      Master Servicer     
                  mortgage loan documents.                                 Special Servicer     
---------------- -------------------------------------------------------- ----------------------
1122(d)(4)(ii)    Mortgage loan and related documents are safeguarded as       Custodian        
                  required by the transaction agreements                                        
---------------- -------------------------------------------------------- ----------------------
1122(d)(4)(iii)   Any additions, removals or substitutions to the asset        Custodian        
                  pool are made, reviewed and approved in accordance            Trustee         
                  with any conditions or requirements in the transaction    Master Servicer     
                  agreements.                                              Special Servicer     
---------------- -------------------------------------------------------- ----------------------
1122(d)(4)(iv)    Payments on mortgage loans, including any payoffs,        Master Servicer     
                  made in accordance with the related mortgage loan        Special Servicer     
                  documents are posted to the Servicer's obligor records                        
                  maintained no more than two business days after                               
                  receipt, or such other number of days specified in the                        
                  transaction agreements, and allocated to principal,                           
                  interest or other items (e.g., escrow) in accordance                          
                  with the related mortgage loan documents.                                     
---------------- -------------------------------------------------------- ----------------------
1122(d)(4)(v)     The Reporting Servicer's records regarding the            Master Servicer     
                  mortgage loans agree with the Reporting Servicer's                            
                  records with respect to an obligor's unpaid principal                         
                  balance.                                                                      
---------------- -------------------------------------------------------- ----------------------
1122(d)(4)(vi)    Changes with respect to the terms or status of an         Master Servicer     
                  obligor's mortgage loans (e.g., loan modifications or    Special Servicer     
                  re-agings) are made, reviewed and approved by                                 
                  authorized personnel in accordance with the                                   
                  transaction agreements and related pool asset                                 
                  documents.                                                                    
---------------- -------------------------------------------------------- ----------------------
1122(d)(4)(vii)   Loss mitigation or recovery actions (e.g., forbearance   Special Servicer     
                  plans, modifications and deeds in lieu of foreclosure,                        
                  foreclosures and repossessions, as applicable) are                            
                  initiated, conducted and concluded in accordance with                         
                  the timeframes or other requirements established by                           
                  the transaction agreements.                                                   
---------------- -------------------------------------------------------- ----------------------
1122(d)(4)(viii)  Records documenting collection efforts are maintained     Master Servicer     
                  during the period a mortgage loan is delinquent in       Special Servicer     
                  accordance with the transaction agreements. Such                              
                  records are maintained on at least a monthly basis, or                        
                  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 unemployment).                                              
---------------- -------------------------------------------------------- ----------------------
1122(d)(4)(ix)    Adjustments to interest rates or rates of return for      Master Servicer     
                  mortgage loans with variable rates are computed based                         
                  on the related mortgage loan documents.                                       
---------------- -------------------------------------------------------- ----------------------
1122(d)(4)(x)     Regarding any funds held in trust for an obligor (such    Master Servicer     
                  as escrow accounts): (A) such funds are analyzed, in                          
                  accordance with the 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 in the transaction agreements.                                 
---------------- -------------------------------------------------------- ----------------------
1122(d)(4)(xi)    Payments made on behalf of an obligor (such as tax or     Master Servicer     
                  insurance payments) are made on or before the related                         
                  penalty or expiration 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 days specified in the                          
                  transaction agreements.                                                       
---------------- -------------------------------------------------------- ----------------------
1122(d)(4)(xii)   Any late payment penalties in connection with any         Master Servicer     
                  payment to be made on behalf of an obligor are paid                           
                  from the servicer's funds and not charged to the                              
                  obligor, unless the late payment was due to the                               
                  obligor's error or omission.                                                  
---------------- -------------------------------------------------------- ----------------------
1122(d)(4)(xiii)  Disbursements made on behalf of an obligor are posted     Master Servicer     
                  within two business days to the obligor's records                             
                  maintained by the servicer, or such other number of                           
                  days specified in the transaction agreements.                                 
---------------- -------------------------------------------------------- ----------------------
1122(d)(4)(xiv)   Delinquencies, charge-offs and uncollectible accounts     Master Servicer     
                  are recognized and recorded in accordance with the                            
                  transaction agreements.                                                       
---------------- -------------------------------------------------------- ----------------------
1122(d)(4)(xv)    Any external enhancement or other support, identified           N/A           
                  in Item 1114(a)(1) through (3) or Item 1115 of                                
                  Regulation AB, is maintained as set forth in the                              
                  transaction agreements.                                                       
------------------------------------------------------------------------------------------------

[NAME OF REPORTING SERVICER]                                                    

Date:  ________________________________________                                 

By:    ________________________________________                                 

Name:  ________________________________________                                 

Title: ________________________________________                                 

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 EXHIBIT Y

 ADDITIONAL FORM 10-D DISCLOSURE

                                                        [Enlarge/Download Table]


------------------------------------------------ ----------------------------------------------
               Item on Form 10-D                              Party Responsible                
------------------------------------------------ ----------------------------------------------
                                                                                               
   Item 1: Distribution and Pool Performance                       Trustee                     
                  Information                                     Depositor                    

   Any information required by Item 1121 of                                                    
  Regulation AB which is NOT included on the                                                   
               Monthly Statement                                                               
------------------------------------------------ ----------------------------------------------
           Item 2: Legal Proceedings                  (i) All parties to the Pooling and       
                                                   Servicing Agreement (as to themselves),     
 per Item 1117 of Regulation AB (to the extent       (ii) as to litigation to which they       
        material to Certificateholders)           respectively have knowledge, the Trustee,    
                                                     the Master Servicer and the Special       
                                                   Servicer as to the issuing entity, (iii)    
                                                    the Depositor as to the sponsors, any      
                                                 1110(b) originator, and any 1100(d)(1) party  
------------------------------------------------ ----------------------------------------------
Item 3: Sale of Securities and Use of Proceeds                    Depositor                    
------------------------------------------------ ----------------------------------------------
    Item 4: Defaults Upon Senior Securities                        Trustee                     
------------------------------------------------ ----------------------------------------------
  Item 5: Submission of Matters to a Vote of                       Trustee                     
               Security Holders                                                                
------------------------------------------------ ----------------------------------------------
  Item 6: Significant Obligors of Pool Assets                     Depositor                    
------------------------------------------------ ----------------------------------------------
   Item 7: Significant Enhancement Provider                       Depositor                    
                  Information                                                                  
------------------------------------------------ ----------------------------------------------
           Item 8: Other Information              Any party responsible for disclosure items   
                                                                 on Form 8-K                   
------------------------------------------------ ----------------------------------------------
               Item 9: Exhibits                                    Trustee                     
                                                                  Depositor                    
------------------------------------------------ ----------------------------------------------

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 EXHIBIT Z

 ADDITIONAL FORM 10-K DISCLOSURE

                                                        [Enlarge/Download Table]


------------------------------------------------ ----------------------------------------------
               Item on Form 10-K                              Party Responsible                
------------------------------------------------ ----------------------------------------------
                                                                                               
      Item 1B: Unresolved Staff Comments                          Depositor                    

------------------------------------------------ ----------------------------------------------

          Item 9B: Other Information              Any party responsible for disclosure items   
                                                                 on Form 8-K                   
------------------------------------------------ ----------------------------------------------
    Item 15: Exhibits, Financial Statement                         Trustee                     
                   Schedules                                      Depositor                    
------------------------------------------------ ----------------------------------------------
               Additional Item:                       (i) All parties to the Pooling and       
                                                   Servicing Agreement (as to themselves),     
 Disclosure per Item 1117 of Regulation AB (to       (ii) as to litigation to which they       
  the extent material to Certificateholders)      respectively have knowledge, the Trustee,    
                                                     the Master Servicer and the Special       
                                                   Servicer as to the issuing entity, (iii)    
                                                     the Depositor as to the sponsor, any      
                                                 1110(b) originator and any 1100(d)(1) party   
------------------------------------------------ ----------------------------------------------
               Additional Item:                       (i) All parties to the Pooling and       
   Disclosure per Item 1119 of Regulation AB      Servicing Agreement as to themselves, (ii)   
                                                       the Depositor as to the sponsor,        
                                                       originator, significant obligor,        
                                                       enhancement or support provider         
------------------------------------------------ ----------------------------------------------
               Additional Item:                                   Depositor                    
 Disclosure per Item 1112(b) of Regulation AB                                                  
------------------------------------------------ ----------------------------------------------
               Additional Item:                                   Depositor                    
Disclosure per Items 1114(b)(2) and 1115(b) of                                                 
                 Regulation AB                                                                 
------------------------------------------------ ----------------------------------------------

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EXHIBIT AA

 FORM 8-K DISCLOSURE INFORMATION

                                                        [Enlarge/Download Table]


------------------------------------------------ ----------------------------------------------
               Item on Form 8-K                               Party Responsible                
------------------------------------------------ ----------------------------------------------
                                                                                               
  Item 1.01- Entry into a Material Definitive      All parties (only as to agreements such     
                   Agreement                       entity is a party to or entered into on     
                                                          behalf of the Trust Fund)            
------------------------------------------------ ----------------------------------------------
     Item 1.02- Termination of a Material          All parties (only as to agreements such     
             Definitive Agreement                  entity is a party to or entered into on     
                                                          behalf of the Trust Fund)            
------------------------------------------------ ----------------------------------------------
     Item 1.03- Bankruptcy or Receivership                        Depositor                    
------------------------------------------------ ----------------------------------------------
 Item 2.04- Triggering Events that Accelerate                     Depositor                    
 or Increase a Direct Financial Obligation or                                                  
   an Obligation under an Off-Balance Sheet                                                    
                  Arrangement                                                                  
------------------------------------------------ ----------------------------------------------
 Item 3.03- Material Modification to Rights of                     Trustee                     
               Security Holders                                                                
------------------------------------------------ ----------------------------------------------
     Item 5.03- Amendments of Articles of                         Depositor                    
Incorporation or Bylaws; Change of Fiscal Year                                                 
------------------------------------------------ ----------------------------------------------
Item 6.01- ABS Informational and Computational                    Depositor                    
                   Material                                                                    
------------------------------------------------ ----------------------------------------------
 Item 6.02- Change of Master Servicer, Special                 Master Servicer                 
              Servicer or Trustee                              Special Servicer                
                                                                   Trustee                     
                                                                  Depositor                    
------------------------------------------------ ----------------------------------------------
  Item 6.03- Change in Credit Enhancement or                      Depositor                    
               External Support                                    Trustee                     
------------------------------------------------ ----------------------------------------------
     Item 6.04- Failure to Make a Required                         Trustee                     
                 Distribution                                                                  
------------------------------------------------ ----------------------------------------------
 Item 6.05- Securities Act Updating Disclosure                    Depositor                    
------------------------------------------------ ----------------------------------------------
      Item 7.01- Regulation FD Disclosure                         Depositor                    
                   Item 8.01                                      Depositor                    
                   Item 9.01                                      Depositor                    
------------------------------------------------ ----------------------------------------------

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EXHIBIT BB

ADDITIONAL DISCLOSURE NOTIFICATION

**SEND VIA FAX TO (410) 715-2380 AND VIA EMAIL TO                               
cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS      
IMMEDIATELY BELOW**                                                             

Wells Fargo Bank, N.A., as Trustee                                              
9062 Old Annapolis Road                                                         
Columbia, Maryland  21045-1951                                                  
Attention: Corporate Trust Services (CMBS)- J.P. Morgan Chase Commercial        
Mortgage Securities Trust 2007-C1, Commercial Mortgage Pass-Through             
Certificates, Series 2007 C1--SEC REPORT PROCESSING                             

J.P. Morgan Chase Commercial Mortgage Securities Corp.                          
270 Park Avenue, 10th Floor                                                     
New York, New York 10017                                                        
Attention: Real Estate Structured Finance - Securitization Group                

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 December 20, 2007, among Capmark Finance Inc., as master 
servicer, Midland Loan Services, Inc., as special servicer and Wells Fargo Bank,
N.A., as trustee and as paying agent, 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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EXHIBIT CC

 SERVICING AND SUBSERVICING AGREEMENTS

            The Mortgage Loans shall be serviced by the Master Servicer. Certain
of the Mortgage Loans are subject to subservicing agreements as set forth below.

-------------------------------------- -----------------------------------------
Property Name                         Subservicer Name        
-------------------------------------- -----------------------------------------
Westin Portfolio                        Newmark Realty Capital, Inc.            
-------------------------------------- -----------------------------------------
Molasky Corporate Center - 3rd Loan     Newmark Realty Capital, Inc.            
-------------------------------------- -----------------------------------------
Molasky Corporate Center - 2nd Loan     Newmark Realty Capital, Inc.            
-------------------------------------- -----------------------------------------
Park Avenue Building                    Holliday Fenoglio Fowler, L.P.          
-------------------------------------- -----------------------------------------
California Family Fitness Center        Newmark Realty Capital, Inc.            
-------------------------------------- -----------------------------------------
Tres Puentes IV,V,VI                    LJ Melody & Company                     
-------------------------------------- -----------------------------------------
The Shire - Richardson, TX              Laureate Capital                        
-------------------------------------- -----------------------------------------
Columbiana Point                        Laureate Capital                        
-------------------------------------- -----------------------------------------
350 Town Center Park                    Laureate Capital                        
-------------------------------------- -----------------------------------------
Renaissance Center                      Holliday Fenoglio Fowler, L.P.          
-------------------------------------- -----------------------------------------
Hampton Inn - Cumming, GA               Laureate Capital                        
-------------------------------------- -----------------------------------------
Canton Road Distribution Center         Laureate Capital                        
-------------------------------------- -----------------------------------------
Tri-County Business Park                LJ Melody & Company                     
-------------------------------------- -----------------------------------------
Afton Village                           Walker & Dunlop                         
-------------------------------------- -----------------------------------------

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EXHIBIT DD

 SERVICING FUNCTION PARTICIPANTS

With respect to Capmark Finance Inc., master servicer, Newmark Realty Capital,  
Inc.                                                                            

With respect to Midland Loan Services, Inc.,  special servicer, none.           

With respect to Wells Fargo Bank, N.A., trustee and paying agent, none.         

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EXHIBIT EE

 FORM OF ANNUAL COMPLIANCE STATEMENT

 CERTIFICATION

J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1
 Commercial Mortgage Pass-Through Certificates
Series 2007-C1 (the "Trust")

         I, [identifying the certifying individual], on behalf of [Capmark
Finance Inc.., as master servicer][ Midland Loan Services, Inc., as special     
servicer][ Wells Fargo Bank, N.A., as trustee and paying agent] (the "Certifying
Servicer"), certify to J.P. Morgan Chase Commercial Mortgage Securities Corp.   
and its officers, directors and affiliates, and with the knowledge and intent   
that they will rely upon this certification, that:                              

1.    I have reviewed the Certifying Servicer's activities during the preceding 
      calendar year or portion thereof and the Certifying Servicer's performance
under the Pooling and Servicing Agreement; and                      

2.    To the best of my knowledge, based on my review, the Certifying Servicer  
has fulfilled all of its obligations under the Pooling and Servicing
Agreement in all material respects throughout such year or portion  
    thereof. [To my knowledge, the Certifying Servicer has failed to fulfill
the following obligations under the Pooling and Servicing Agreement:
[SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].     

Date:__________________________________                                         

[CAPMARK FINANCE INC.][ MIDLAND LOAN SERVICES, INC.][WELLS FARGO              
BANK, N.A.]                                                           

By:  __________________________________                                         
[Name]                                                                
[Title]                                                               

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EXHIBIT FF

FORM OF REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA

1.    [Name of Reporting Servicer] (the "Reporting Servicer") is responsible for
   assessing compliance with the servicing criteria applicable to it under
   paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month
    period ending [December 31, 20__] (the "Reporting Period"), as set forth
 in Exhibit X to the Pooling and Servicing Agreement. The transactions
    covered by this report include asset-backed securities transactions [for
which the Reporting Servicer acted as [a master servicer, special   
     servicer, trustee, paying agent, servicer]] involving commercial mortgage
loans [other than __________________(1)] (the "Platform");          

2.    [The Reporting Servicer has engaged certain vendors (the "Vendors") to    
perform specific, limited or scripted activities, and the Reporting 
    Servicer elects to take responsibility for assessing compliance with the
      servicing criteria or portion of the servicing criteria applicable to such
Vendors' activities as set forth on Schedule A;]                    

3.    The Reporting Servicer used the criteria set forth in paragraph (d) of    
   Item 1122 of Regulation AB to assess the compliance with the applicable
servicing criteria;                                                 

4.    The Reporting Servicer has complied, in all material respects, with the   
applicable servicing criteria as of [December 31, 20__] and for the 
      Reporting Period with respect to the Platform taken as a whole[, except as
described on Schedule B hereto];                                    

5.    [The Reporting Servicer has not identified and is not aware of any        
 material instance of noncompliance by the Vendors with the applicable
     servicing criteria as of [December 31, 20__] and for the Reporting Period
  with respect to the Platform taken as a whole[, except as described on
Schedule B hereto];]                                                

6.    [The Reporting Servicer has not identified any material deficiency in its 
     policies and procedures to monitor the compliance by the Vendors with the
applicable servicing criteria as of [December 31, 20__] and for the 
      Reporting Period with respect to the Platform taken as a whole[, except as
described on Schedule B hereto]; and]                               

7.    [_____________], a registered public accounting firm, has issued an       
   attestation report on the Reporting Servicer's assessment of compliance
with the applicable servicing criteria for the Reporting Period.    

[Date of Certification]                                                         

                          [NAME OF REPORTING SERVICER]

                                      By:_____________________________________
         Name:
          Title:

------------------------------                                                  

(1) Describe any permissible exclusions, including those permitted under        
telephone interpretation 17.04 (i.e. transactions registered prior to compliance
with Regulation AB, transactions involving an offer and sale of asset-backed    
securities that were not required to be issued), if applicable.                 

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SCHEDULE A

 LIST OF VENDORS AND APPLICABLE SERVICING CRITERIA

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 SCHEDULE B*

8.    [Describe material instances of noncompliance by the Reporting Servicer.] 

9.    [Describe any remediation efforts (optional).]                            

10.   [Describe material instances of noncompliance by Vendors identified by the
Reporting Servicer.]                                                

11.   [Describe any remediation efforts (optional).]                            

12.   [Describe material deficiencies in the Reporting Servicer's policies and  
procedures to monitor Vendors.]                                     

13.   [Describe any remediation efforts (optional).]                            

*Accountants' attestation will cover only paragraphs 1, 3 and 4 or,             
alternatively, will exclude paragraphs 2 and 5.                                 

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SCHEDULE 1

 Mortgage Loans Containing Additional Debt

Mortgage Loan No.              Property Name                                    
-----------------   -----------------------------------                         
2           Block at Orange                                     
3           Westin Portfolio                                    
4           Gurnee Mills                                        
5           The Shoppes at El Paso                              
7           Molasky Corporate Center - 3rd Loan                 
8           Molasky Corporate Center - 2nd Loan                 
13          Landmark Office Center                              
22          Tres Puentes IV,V,VI                                
49          PCTC Medical Building                               

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SCHEDULE 2

Mortgage Loans Which Initially Pay Interest Only

Mortgage Loan No.              Property Name                                    
-----------------   -----------------------------------                         
1           American Cancer Society Plaza                       
2           Block at Orange                                     
3           Westin Portfolio                                    
4           Gurnee Mills                                        
6           Stamford Marriott                                   
7           Molasky Corporate Center - 3rd Loan                 
8           Molasky Corporate Center - 2nd Loan                 
10          Inland - Bradley Portfolio                          
14          Berkshire Court                                     
15          Cypress Business Center                             
16          Parkway Shopping Center                             
17          Wickes Chicago                                      
18          Park Avenue Building                                
19          California Family Fitness Center                    
20          Ashland Hanover Shopping Center                     
22          Tres Puentes IV,V,VI                                
23          ARC Rite Aid - I                                    
25          The Shire - Richardson, TX                          
30          Campus Pointe                                       
34          Frazer Shopping Center                              
35          TMG/Universal Printing                              
36          1300 West Industrial                                
37          350 Town Center Park                                
38          Renaissance Center                                  
39          Best Buy                                            
40          Fox River Corporate Center                          
41          Super Fresh                                         
49          PCTC Medical Building                               
51          Willow Center                                       
53          Psion Teklogix Corporation Facility                 
55          Tri-County Business Park                            
56          Hill Country Climatized Storage                     
58          114 - 128 Hanes Mall Circle                         
59          Indian Valley Plaza                                 
60          1200 West Industrial                                
61          12018 Chenal Parkway                                

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SCHEDULE 3

 Class X Reference Rate Schedule

Distribution Date    Reference Rate    Distribution Date    Reference Rate      
------------------   --------------    ------------------   --------------      
January 15, 2008            6.62683%   July 15, 2011               6.41438%     
February 15, 2008           6.41710%   August 15, 2011             6.62426%     
March 15, 2008              6.41710%   September 15, 2011          6.62421%     
April 15, 2008              6.62499%   October 15, 2011            6.41424%     
May 15, 2008                6.41693%   November 15, 2011           6.62411%     
June 15, 2008               6.62487%   December 15, 2011           6.41614%     
July 15, 2008               6.41682%   January 15, 2012            6.62400%     
August 15, 2008             6.62475%   February 15, 2012           6.41603%     
September 15, 2008          6.62470%   March 15, 2012              6.41615%     
October 15, 2008            6.41665%   April 15, 2012              6.62383%     
November 15, 2008           6.62458%   May 15, 2012                6.41585%     
December 15, 2008           6.41654%   June 15, 2012               6.62372%     
January 15, 2009            6.41648%   July 15, 2012               6.41574%     
February 15, 2009           6.41642%   August 15, 2012             6.62240%     
March 15, 2009              6.41654%   September 15, 2012          6.62356%     
April 15, 2009              6.62425%   October 15, 2012            6.41569%     
May 15, 2009                6.41623%   November 15, 2012           6.62111%     
June 15, 2009               6.62413%   December 15, 2012           6.40858%     
July 15, 2009               6.41612%   January 15, 2013            6.40853%     
August 15, 2009             6.62400%   February 15, 2013           6.40848%     
September 15, 2009          6.62395%   March 15, 2013              6.40900%     
October 15, 2009            6.41595%   April 15, 2013              6.61557%     
November 15, 2009           6.62382%   May 15, 2013                6.40831%     
December 15, 2009           6.41583%   June 15, 2013               6.61545%     
January 15, 2010            6.41577%   July 15, 2013               6.40821%     
February 15, 2010           6.41530%   August 15, 2013             6.61533%     
March 15, 2010              6.41745%   September 15, 2013          6.61527%     
April 15, 2010              6.62514%   October 15, 2013            6.40806%     
May 15, 2010                6.41511%   November 15, 2013           6.61515%     
June 15, 2010               6.62502%   December 15, 2013           6.40795%     
July 15, 2010               6.41499%   January 15, 2014            6.40789%     
August 15, 2010             6.62489%   February 15, 2014           6.40784%     
September 15, 2010          6.62483%   March 15, 2014              6.40841%     
October 15, 2010            6.41481%   April 15, 2014              6.61480%     
November 15, 2010           6.62474%   May 15, 2014                6.40766%     
December 15, 2010           6.41476%   June 15, 2014               6.61467%     
January 15, 2011            6.41473%   July 15, 2014               6.40754%     
February 15, 2011           6.41469%   August 15, 2014             6.61454%     
March 15, 2011              6.41499%   September 15, 2014          6.61447%     
April 15, 2011              6.62448%   October 15, 2014            6.40737%     
May 15, 2011                6.41448%   November 15, 2014           6.63696%     
June 15, 2011               6.62436%   December 15, 2014           6.42994%     

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SCHEDULE 4

 Class A-SB Planned Principal Balance Schedule

Date                    Balance                     
--------------------------------   --------------                               
January 15, 2008           $59,406,000.00                       
February 15, 2008           $59,406,000.00                        
March 15, 2008            $59,406,000.00                      
April 15, 2008            $59,406,000.00                      
May 15, 2008             $59,406,000.00                     
June 15, 2008             $59,406,000.00                      
July 15, 2008             $59,406,000.00                      
August 15, 2008            $59,406,000.00                       
September 15, 2008          $59,406,000.00                        
October 15, 2008           $59,406,000.00                       
November 15, 2008           $59,406,000.00                        
December 15, 2008           $59,406,000.00                        
January 15, 2009           $59,406,000.00                       
February 15, 2009           $59,406,000.00                        
March 15, 2009            $59,406,000.00                      
April 15, 2009            $59,406,000.00                      
May 15, 2009             $59,406,000.00                     
June 15, 2009             $59,406,000.00                      
July 15, 2009             $59,406,000.00                      
August 15, 2009            $59,406,000.00                       
September 15, 2009          $59,406,000.00                        
October 15, 2009           $59,406,000.00                       
November 15, 2009           $59,406,000.00                        
December 15, 2009           $59,406,000.00                        
January 15, 2010           $59,406,000.00                       
February 15, 2010           $59,406,000.00                        
March 15, 2010            $59,406,000.00                      
April 15, 2010            $59,406,000.00                      
May 15, 2010             $59,406,000.00                     
June 15, 2010             $59,406,000.00                      
July 15, 2010             $59,406,000.00                      
August 15, 2010            $59,406,000.00                       
September 15, 2010          $59,406,000.00                        
October 15, 2010           $59,406,000.00                       
November 15, 2010           $59,406,000.00                        
December 15, 2010           $59,406,000.00                        
January 15, 2011           $59,406,000.00                       
February 15, 2011           $59,406,000.00                        
March 15, 2011            $59,406,000.00                      
April 15, 2011            $59,406,000.00                      
May 15, 2011             $59,406,000.00                     
June 15, 2011             $59,406,000.00                      
July 15, 2011             $59,406,000.00                      
August 15, 2011            $59,406,000.00                       
September 15, 2011          $59,406,000.00                        
October 15, 2011           $59,406,000.00                       
November 15, 2011           $59,406,000.00                        
December 15, 2011           $59,406,000.00                        
January 15, 2012           $59,406,000.00                       
February 15, 2012           $59,406,000.00                        
March 15, 2012            $59,406,000.00                      
April 15, 2012            $59,406,000.00                      
May 15, 2012             $59,406,000.00                     
June 15, 2012             $59,406,000.00                      
July 15, 2012             $59,406,000.00                      
August 15, 2012            $59,406,000.00                       
September 15, 2012          $59,405,402.09                        
October 15, 2012           $58,311,250.89                       
November 15, 2012           $57,374,133.84                        
December 15, 2012           $56,260,526.16                        
January 15, 2013           $55,311,212.89                       
February 15, 2013           $54,356,572.73                        
March 15, 2013            $52,886,576.19                      
April 15, 2013            $51,918,321.31                      
May 15, 2013             $50,775,074.74                     
June 15, 2013             $49,794,967.81                      
July 15, 2013             $48,640,186.98                      
August 15, 2013            $47,648,096.40                       
September 15, 2013          $46,650,438.18                        
October 15, 2013           $45,478,576.64                       
November 15, 2013           $44,468,739.88                        
December 15, 2013           $43,285,026.33                        
January 15, 2014           $42,262,875.79                       
February 15, 2014           $41,234,988.44                        
March 15, 2014            $39,698,460.82                      
April 15, 2014            $38,656,172.08                      
May 15, 2014             $37,440,876.62                     
June 15, 2014             $36,385,913.66                      
July 15, 2014             $35,158,283.79                      
August 15, 2014            $34,090,505.86                       
September 15, 2014          $33,016,734.28                        
October 15, 2014           $31,770,060.05                       
November 15, 2014           $30,792,650.09                        
December 15, 2014           $29,662,319.47                        
January 15, 2015           $28,673,020.40                       
February 15, 2015           $27,678,142.26                        
March 15, 2015            $26,237,127.02                      
April 15, 2015            $25,228,502.67                      
May 15, 2015             $24,067,793.71                     
June 15, 2015             $23,046,931.85                      
July 15, 2015             $21,874,313.16                      
August 15, 2015            $20,841,077.23                       
September 15, 2015          $19,802,013.71                        
October 15, 2015           $18,611,680.87                       
November 15, 2015           $17,560,040.14                        
December 15, 2015           $16,357,466.97                        
January 15, 2016           $15,293,108.66                       
February 15, 2016           $14,222,746.73                        
March 15, 2016            $12,857,560.37                      
April 15, 2016            $11,773,454.68                      
May 15, 2016             $10,539,286.09                     
June 15, 2016             $ 9,442,100.45                      
July 15, 2016             $ 8,195,202.24                      
August 15, 2016            $ 7,084,790.64                       
September 15, 2016          $ 5,968,114.90                        
October 15, 2016           $ 4,702,248.61                       
November 15, 2016           $ 3,572,129.37                        
December 15, 2016           $ 2,293,179.65                        
January 15, 2017           $ 1,149,466.84                       
February 15, 2017 and thereafter   $            0