MORTGAGE LOAN PURCHASE AGREEMENT

                                                                    EXHIBIT 4(b)


                        MORTGAGE LOAN PURCHASE AGREEMENT

            This Mortgage Loan Purchase Agreement, dated as of [_________] (the
"Agreement"), is entered into between [_________] (the "Seller") and Wachovia
Commercial Mortgage Securities, Inc. (the "Purchaser").

            The Seller intends to sell and the Purchaser intends to purchase
certain multifamily and commercial mortgage loans (the "Mortgage Loans")
identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as
Exhibit A. The Purchaser intends to deposit the Mortgage Loans, along with
certain other mortgage loans (the "Other Mortgage Loans"), into a trust fund
(the "Trust Fund"), the beneficial ownership of which will be evidenced by
multiple classes (each, a "Class") of mortgage pass-through certificates (the
"Certificates"). One or more "real estate mortgage investment conduit" ("REMIC")
elections will be made with respect to most of the Trust Fund. The Trust Fund
will be created and the Certificates will be issued pursuant to a Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
[_________], among the Purchaser, as depositor, [Wachovia Bank, National
Association], as master servicer (in such capacity, the "Master Servicer"),
[_________], as special servicer (the "Special Servicer") and [_________], as
trustee (the "Trustee"). Capitalized terms used but not defined herein
(including the Schedules attached hereto) have the respective meanings set forth
in the Pooling and Servicing Agreement.

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

            SECTION 1. Agreement to Purchase.

            The Seller agrees to sell, and the Purchaser agrees to purchase, the
Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan
Schedule may be amended to reflect the actual Mortgage Loans delivered to the
Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have
an aggregate principal balance of $[_________] (the "[_________] Mortgage Loan
Balance") (subject to a variance of plus or minus 5.0%) as of the close of
business on the Cut-Off Date, after giving effect to any payments due on or
before such date, whether or not such payments are received.

            The [_________] Mortgage Loan Balance, together with the aggregate
principal balance of the Other Mortgage Loans as of the Cut-Off Date (after
giving effect to any payments due on or before such date whether or not such
payments are received), is expected to equal an aggregate principal balance (the
"Cut-Off Date Pool Balance") of $[_________] (subject to a variance of plus or
minus 5.0%). The purchase and sale of the Mortgage Loans shall take place
[_________], or such other date as shall be mutually acceptable to the parties
to this Agreement (the "Closing Date"). The consideration (the "Aggregate
Purchase Price") for the Mortgage Loans shall be equal to (i) [_________]% of
the [_________] Mortgage Loan Balance as of the Cut-Off Date, plus (ii)
$[_________], which amount represents the amount of interest accrued on the
[_________] Mortgage Loan Balance at the related Net Mortgage Rate for the
period from and including the Cut-Off Date up to but not including the Closing
Date.

            The Aggregate Purchase Price shall be paid to the Seller or its
designee by wire transfer in immediately available funds on the Closing Date.

            SECTION 2. Conveyance of Mortgage Loans.

            (a) Effective as of the Closing Date, subject only to receipt by the
Seller of the Aggregate Purchase Price and satisfaction of the other conditions
to closing that are for the benefit of the Seller, the Seller does hereby sell,
transfer, assign, set over and otherwise convey to the Purchaser, without
recourse (except as set forth in this Agreement), all the right, title and
interest of the Seller in and to the Mortgage Loans identified on the Mortgage
Loan Schedule as of such date, on a servicing released basis, together with all
of the Seller's right, title and interest in and to the proceeds of any related
title, hazard, primary mortgage or other insurance proceeds.

            (b) The Purchaser or its assignee shall be entitled to receive all
scheduled payments of principal and interest due after the Cut-Off Date, and all
other recoveries of principal and interest collected after the Cut-Off Date
(other than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-Off Date). All scheduled payments of principal and interest due
on or before the Cut-Off Date but collected on or after the Cut-Off Date, and
recoveries of principal and interest collected on or before the Cut-Off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-Off Date and principal prepayments thereon), shall belong to, and
shall be promptly remitted to, the Seller.

            (c) No later than the Closing Date, the Seller shall, on behalf of
the Purchaser, deliver to the Trustee, the documents and instruments specified
below with respect to each Mortgage Loan (each a "Mortgage File"). All Mortgage
Files so delivered will be held by the Trustee in escrow at all times prior to
the Closing Date. Each Mortgage File shall contain the following documents:

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

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

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

            (iv) an original executed assignment, in recordable form (except for
      any missing recording information), of (a) the Mortgage, (b) any related
      Assignment of Leases (if such item is a document separate from the
      Mortgage and to the extent not already assigned pursuant to preceding
      clause (a)) and (c) any other recorded document relating to the Mortgage
      Loan otherwise included in the Mortgage File, in favor of "[_________], as
      trustee for the registered holders of Wachovia Bank Commercial Mortgage
      Trust, Commercial Mortgage Pass-Through Certificates, Series [_________]",
      or in blank;

             (v) an original assignment of all unrecorded documents relating to
      the Mortgage Loan (to the extent not already assigned pursuant to clause
      (iv) above), in favor of "[_________], as trustee for the registered
      holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
      Pass-Through Certificates, Series [_________]", or in blank;

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

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

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

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

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

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

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

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

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

            (d) The Seller shall take all actions reasonably necessary (i) to
permit the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the
Pooling and Servicing Agreement and (ii) to perform its obligations described in
Section 2.01(d) of the Pooling and Servicing Agreement. Without limiting the
generality of the foregoing, if a draw upon a letter of credit is required
before its transfer to the Trust Fund can be completed, the Seller shall draw
upon such letter of credit for the benefit of the Trust pursuant to written
instructions from the Master Servicer. The Seller shall reimburse the Trustee
for all reasonable costs and expenses, if any, incurred by the Trustee for
recording any documents described in Section 2(c)(iv)(c) hereof and filing any
assignments of UCC Financing Statements described in the proviso in the third to
last sentence in Section 2.01(d) of the Pooling and Servicing Agreement.

            (e) All documents and records (except draft documents, privileged
communications and internal correspondence and credit, due diligence and other
underwriting analysis, documents, data or internal worksheets, memoranda,
communications and evaluations of the Seller) relating to each Mortgage Loan and
in the Seller's possession (the "Additional Mortgage Loan Documents") that are
not required to be delivered to the Trustee shall promptly be delivered or
caused to be delivered by the Seller to the Master Servicer or at the direction
of the Master Servicer to the appropriate sub-servicer, together with any
related escrow amounts and reserve amounts.

            (f) The Seller shall take such actions as are reasonably necessary
to assign or otherwise grant to the Trust Fund the benefit of any letters of
credit in the name of the Seller which secure any Mortgage Loan.

            SECTION 3. Representations, Warranties and Covenants of Seller.

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

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

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

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

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

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

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

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

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

            (ix) The Seller has examined the information set forth under the
      caption "Description of the Mortgage Pool--Significant Originators" and
      "--The Sponsor" (the "Regulation AB Information") in the Preliminary
      Prospectus Supplement (as defined below), the Preliminary Memorandum (as
      defined below), the Prospectus Supplement, (as defined below), to the
      accompanying Prospectus (as defined below) and the Memorandum (as defined
      below), relating to the Certificates. The Regulation AB Information fully
      complies with all applicable requirements of Regulation AB (as defined
      below).

            (b) The Seller hereby makes the representations and warranties
contained in Schedule I for the benefit of the Purchaser and the Trustee for the
benefit of the Certificateholders as of the Closing Date, with respect to (and
solely with respect to) each Mortgage Loan, which representations and warranties
are subject to the exceptions set forth on Schedule II.

            (c) With respect to the schedule of exceptions delivered by the
Trustee on the Closing Date, within [__] Business Days (or, in the reasonable
discretion of the Controlling Class Representative, [__] Business Days) of the
Closing Date, with respect to the documents specified in clauses (i), (ii),
(vii), (ix) (solely with respect to Ground Leases) and (xii) of the definition
of Mortgage File, the Seller shall cure any material exception listed therein
(for the avoidance of doubt, any deficiencies with respect to the documents
specified in clause (ii) resulting solely from a delay in the return of the
related documents from the applicable recording office, shall be cured in the
time and manner described in Section 2.01(c) of the Pooling and Servicing
Agreement). If such exception is not so cured, the Seller shall either (1)
repurchase the related Mortgage Loan, (2) with respect to exceptions relating to
clause (xii) of the definition of "Mortgage File", deposit with the Trustee an
amount, to be held in trust in a Special Reserve Account pursuant to the Pooling
and Servicing Agreement, equal to the amount of the undelivered letter of credit
(in the alternative, the Seller may deliver to the Trustee, with a certified
copy to the Master Servicer and Trustee, a letter of credit for the benefit of
the Master Servicer on behalf of the Trustee and upon the same terms and
conditions as the undelivered letter of credit) which the Master Servicer on
behalf of the Trustee may use (or draw upon, as the case may be) under the same
circumstances and conditions as the Master Servicer would have been entitled to
draw on the undelivered letter of credit, or (3) with respect to any exceptions
relating to clauses (i), (ii) and (vii), deposit with the Trustee an amount, to
be held in trust in a Special Reserve Account pursuant to the Pooling and
Servicing Agreement, equal to 25% of the Stated Principal Balance of the related
Mortgage Loan on such date. Any funds or letter of credit deposited pursuant to
clauses (2) and (3) shall be held by the Trustee until the earlier of (x) the
date on which the Master Servicer certifies to the Trustee and the Controlling
Class Representative that such exception has been cured (or the Trustee
certifies the same to the Controlling Class Representative), at which time such
funds or letter of credit, as applicable, shall be returned to the Seller and
(y) [__] Business Days or, if the Controlling Class Representative has extended
the cure period, [__] Business Days after the Closing Date; provided, however,
that if such exception is not cured within such [__] Business Days or [__]
Business Days, as the case may be, (A) in the case of clause (2), the Trustee
shall retain the funds or letter of credit, as applicable, or (B) in the case of
clause (3), the Seller shall repurchase the related Mortgage Loan in accordance
with the terms and conditions of this Agreement, at which time such funds shall
be applied to the Purchase Price of the related Mortgage Loan and any letter of
credit will be returned to the Seller.

            If the Seller receives written notice of a Document Defect or a
Breach pursuant to Section 2.03(a) of the Pooling and Servicing Agreement
relating to a Mortgage Loan, then the Seller shall not later than [__] days from
receipt of such notice (or, in the case of a Document Defect or Breach relating
to a Mortgage Loan not being a "qualified mortgage" within the meaning of the
REMIC Provisions (a "Qualified Mortgage"), not later than [__] days from the
date that any party to the Pooling and Servicing Agreement discovers such
Document Defect or Breach; provided the Seller receives such notice in a timely
manner), if such Document Defect or Breach shall materially and adversely affect
the value of the applicable Mortgage Loan, the interest of the Trust therein or
the interests of any Certificateholder, cure such Document Defect or Breach, as
the case may be, in all material respects, which shall include payment of actual
or provable losses and any Additional Trust Fund Expenses directly resulting
from any such Document Defect or Breach or, if such Document Defect or Breach
(other than omissions solely due to a document not having been returned by the
related recording office) cannot be cured within such [__]-day period, (i)
repurchase the affected Mortgage Loan at the applicable Purchase Price not later
than the end of such [__]-day period or (ii) substitute a Qualified Substitute
Mortgage Loan for such affected Mortgage Loan not later than the end of such
[__]-day period (and in no event later than 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; provided,
however, that unless the Breach would cause the Mortgage Loan not to be a
Qualified Mortgage, and if such Document Defect or Breach is capable of being
cured but not within such [__]-day period and the Seller has commenced and is
diligently proceeding with the cure of such Document Defect or Breach within
such [__]-day period, such Seller shall have an additional [__] days to complete
such cure (or, failing such cure, to repurchase or substitute the related
Mortgage Loan); provided, further, that with respect to such additional [__]-day
period the Seller shall have delivered an officer's certificate to the Trustee
setting forth what actions the Seller is pursuing in connection with the cure
thereof and stating that the Seller anticipates that such Document Defect or
Breach will be cured within the additional [__]-day period; provided, further,
that no Document Defect (other than with respect to a Mortgage Note, Mortgage,
title insurance policy, Ground Lease, any letter of credit, any franchise
agreement, any comfort letter and (if required) any comfort letter transfer
documents (collectively, the "Core Material Documents")) shall be considered to
materially and adversely affect the value of the related Mortgage Loan, the
interests of the Trust therein or the interests of any Certificateholder unless
the document with respect to which the Document Defect exists is required in
connection with an imminent enforcement of the mortgagee's rights or remedies
under the related Mortgage Loan, defending any claim asserted by any borrower or
third party with respect to the Mortgage Loan, establishing the validity or
priority of any lien or any collateral securing the Mortgage Loan or for any
immediate significant servicing obligations; provided, further, with respect to
Document Defects which materially and adversely affect the interests of any
Certificateholder, the interests of the Trust therein or the value of the
related Mortgage Loan, other than with respect to Document Defects relating to
the Core Material Documents, any applicable cure period following the initial
[__] day cure period may be extended by the Master Servicer or the Special
Servicer if the document involved is not needed imminently. Such extension will
end upon [__] days notice of such need as reasonably determined by the Master
Servicer or Special Servicer (with a possible [__] day extension if the Master
Servicer or Special Servicer agrees that the Seller is diligently pursuing a
cure). The Seller shall cure all Document Defects which materially and adversely
affect the interests of any Certificateholder, the interests of the Trust
therein or the value of the related Mortgage Loan, regardless of the document
involved, no later than two years following the Closing Date; provided that the
initial [__] day cure period referenced in this paragraph may not be reduced.
For a period of two years from the Closing Date, so long as there remains any
Mortgage File relating to a Mortgage Loan as to which there is any uncured
Document Defect or Breach, the Seller shall provide the officer's certificate to
the Trustee described above as to the reasons such Document Defect or Breach
remains uncured and as to the actions being taken to pursue cure.
Notwithstanding the foregoing, the delivery of a commitment to issue a policy of
lender's title insurance as described in Representation 12 of Schedule I hereof
in lieu of the delivery of the actual policy of lender's title insurance shall
not be considered a Document Defect or Breach with respect to any Mortgage File
if such actual policy of insurance is delivered to the Trustee or a Custodian on
its behalf not later than the [__]th day following the Closing Date.

            If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described above, (ii) such Mortgage Loan is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
(each, a "Crossed Loan"), and (iii) the applicable Document Defect or Breach
does not constitute a Document 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 Document Defect or Breach, as the case may be, will be
deemed to constitute a Document 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
Seller will be required to repurchase or substitute for all of the remaining
Crossed Loan(s) in the related Crossed Group as provided in the immediately
preceding paragraph unless such other Crossed Loans in such Crossed Group
satisfy the Crossed Loan Repurchase Criteria and satisfy all other criteria for
substitution or repurchase of Mortgage Loans set forth herein. In the event that
the remaining Crossed Loans satisfy the aforementioned criteria, the Seller may
elect either to repurchase or substitute for only the affected Crossed Loan as
to which the related Breach or Document Defect exists or to repurchase or
substitute for all of the Crossed Loans in the related Crossed Group. The Seller
shall be responsible for the cost of any Appraisal required to be obtained by
the Master Servicer to determine if the Crossed Loan Repurchase Criteria have
been satisfied, so long as the scope and cost of such Appraisal has been
approved by the Seller (such approval not to be unreasonably withheld).

            To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed above while the
Trustee continues to hold any other Crossed Loans in such Crossed Group, neither
the Seller nor the Purchaser shall enforce any remedies against the other's
Primary Collateral, but each is permitted to exercise remedies against the
Primary Collateral securing its respective Crossed Loans, including with respect
to the Trustee, the Primary Collateral securing Crossed Loans still held by the
Trustee.

            If the exercise of 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 the Seller and
the Purchaser shall forbear from exercising such remedies until the Mortgage
Loan documents evidencing and securing the relevant Crossed Loans can be
modified in a manner that complies with this Agreement to remove the threat of
material impairment as a result of the exercise of remedies or some other
accommodation can be reached. Any reserve or other cash collateral or letters of
credit securing the Crossed Loans shall be allocated between such Crossed Loans
in accordance with the Mortgage Loan documents, or otherwise on a pro rata basis
based upon their outstanding Stated Principal Balances. Notwithstanding the
foregoing, if a Crossed Loan included in the Trust Fund is modified to terminate
the related cross-collateralization and/or cross-default provisions, as a
condition to such modification, the Seller shall furnish to the Trustee an
Opinion of Counsel that any modification shall not cause an Adverse REMIC Event.
Any expenses incurred in good faith by the Purchaser in connection with such
modification or accommodation (including, but not limited to, recoverable
attorney fees) shall be paid by the Seller.

            (d) In connection with any permitted repurchase or substitution of
one or more Mortgage Loans contemplated hereby, upon receipt of a certificate
from a Servicing Officer certifying as to the receipt of the Purchase Price or
Substitution Shortfall Amount(s), as applicable, in the Certificate Account, and
the delivery of the Mortgage File(s) and the Servicing File(s) for the related
Qualified Substitute Mortgage Loan(s) to the Custodian and the Master Servicer,
respectively, if applicable (i) the Trustee shall execute and deliver such
endorsements and assignments as are provided to it by the Master Servicer, in
each case without recourse, representation or warranty, as shall be necessary to
vest in the Seller, the legal and beneficial ownership of each repurchased
Mortgage Loan or substituted Mortgage Loan, as applicable, (ii) the Trustee, the
Custodian, the Master Servicer and the Special Servicer shall each tender to the
Seller, upon delivery to each of them of a receipt executed by the Seller, all
portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by it, and (iii) the Master Servicer and the Special Servicer
shall release to the Seller any Escrow Payments and Reserve Funds held by it in
respect of such repurchased or deleted Mortgage Loans.

            (e) Without limiting the remedies of the Purchaser, the
Certificateholders or the Trustee on behalf of the Certificateholders pursuant
to this Agreement, it is acknowledged that the representations and warranties
are being made for risk allocation purposes. This Section 3 provides the sole
remedy available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect in a Mortgage File or any
Breach of any representation or warranty set forth in or required to be made
pursuant to this Section 3. Nothing in this Agreement shall prohibit the
Purchaser or its assigns (including the Master Servicer and/or the Special
Servicer) from pursuing any course of action authorized by the Pooling and
Servicing Agreement while the Purchaser asserts a claim or brings a cause of
action to enforce any rights set forth herein against the Seller.

            (f) With respect to any Mortgage Loan which has become a Defaulted
Mortgage Loan under the Pooling and Servicing Agreement or with respect to which
the related Mortgaged Property has been foreclosed and which is the subject of a
repurchase claim under this Agreement, in accordance with Section 2.03 of the
Pooling and Servicing Agreement, the Special Servicer with the consent of the
Controlling Class Representative shall notify the Seller in writing of its
intention to liquidate such Defaulted Mortgage Loan or REO Property at least
[__] days prior to any such action. If (a) the Seller consents to such sale and
voluntarily agrees to repurchase such Defaulted Mortgage Loan or REO Property or
(b) a court of competent jurisdiction determines that the Seller is liable under
this Agreement to repurchase